Common use of Stock Plans Clause in Contracts

Stock Plans. (a) 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 "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended (collectively, the "Option Plans"), whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of such Option 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 cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Except 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 Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the 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 any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the 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 Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. The Company Board (or, if appropriate, any committee thereof administering any of the Company’s stock option and stock incentive plans listed in Section 3.2 of the Company Disclosure Schedule, each as amended (collectively, the “Stock Plans”)) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) The Prior to the Effective Time, the Company shall take all actions necessary to provide that, at the Effective Time, (ix) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred Stock Plan, or granted other than pursuant to in Section 4.2 hereof, each as amended such Stock Plans (collectivelytogether, the "Option Plans"“Options”), whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall exchange for the right to receive for each Share subject to such Option from the Surviving Corporation an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ai) the excess, if any, of the Offer Price Common Stock Merger Consideration over the per share exercise price of such Option and Option, multiplied by (Bii) the number of Shares shares of Company Common Stock subject to such Option and (y) each then outstanding restricted stock unit granted under any Stock Plan, whether or not then vested, shall be cancelled in exchange for the right to receive from the Surviving Corporation an amount in cash in respect thereof equal to the Common Stock Merger Consideration (such amount being herein referred payments to as the "Option Price"); provided, however, that made by the Company shall obtain all necessary consents or releases from holders through its customary payroll procedures and net of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aapplicable withholding Taxes). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Stock Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, Company or for payments based on the value any of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") its Subsidiaries to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or other awards or any participant in the Option Stock Plans or in any Other Stock Plan anyone other than Parent shall hold or have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary Subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. (a) The Company Prior to the Effective Time of the Mergers, each of IPC and IXnet (x) shall take all actions 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 ("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 part of the holders thereof, be converted into and 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 (collectively, such plans, agreements and awards of IPC or IXnet being hereinafter referred to as the "Stock Plans") and Parent shall assume the Stock Plans with respect to then outstanding options (but taking into account any changes thereto, including the acceleration thereof, 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 certain holders of Options ("Option Limitation Agreement") and (y) shall amend Section 5(c) of each Stock Plan to provide thatthat 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, at 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 Will▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ll become exercisable upon a Change in Control; provided, however, that from and after the Effective Time, Time of the Mergers (i) each then outstanding option such Option assumed by Parent may be exercised solely to purchase shares of Company Parent Common Stock, (ii) the number of shares of Parent Common Stock purchasable upon exercise of such Option shall be equal to, in the case of IPC Options, the number of shares of Parent Common Stock subject to such Option multiplied by the IPC Merger Exchange Ratio, rounded, if necessary, to the nearest whole share of Parent Common Stock, at a price per share (rounded to the "nearest one-hundredth of a cent) equal to the per share exercise price specified in such Option divided by the IPC Merger Exchange Ratio and, in the case of IXnet Options", the number of shares of Parent Common Stock subject to such Option multiplied by the IXnet Merger Exchange Ratio, rounded, if necessary, to the nearest whole share of Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) granted under equal to the per share exercise price specified in such Option divided by the IXnet Merger Exchange Ratio. (b) Neither the vesting nor the exercisability of 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 Company's Stock Plan or stock option plans agreement pursuant to which such Option was granted, as in effect on the date hereof and as limited or as adjusted pursuant to the amendments referred to in Section 4.2 hereof, each as amended (collectively2.04(a) and the Option Limitation Agreement. Notwithstanding the foregoing, the "Option Plans"), whether or not then exercisable or vested, shall be cancelled number of shares and (ii) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of such each Option and which is intended to be an "incentive stock option" (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 defined in Section 422 of the Option Price, the Option Code) shall be cancelled. The surrender adjusted in accordance with the requirements of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation Section 424 of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)Code. (bc) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option PlansParent shall, (i) the Company shall cause the Option Plans to terminate 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 are exercised, canceled or terminated pursuant to their terms. Upon the Effective Time of the Mergers or as 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 provide for cause such registration statement(s) to remain effective (and maintain the payment of any benefit due under such Option Plans in cash; (ii) the 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 any interest in respect current status of the capital stock prospectus or prospectuses contained therein) for so long as such Options remain outstanding. (d) At least ten days prior to the Effective Time of the CompanyMergers, or for payments based on the value of the capital stock of the Company (Companies shall notify each grantee under every Stock Plan that such other plan being referred is to as an "Other Stock Plan") to terminate be assumed by Parent as of the Effective Time of the Mergers, and shall provide for that, to the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary extent not exercised prior to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of the CompanyMergers, the Surviving Corporation or any subsidiary thereof, each outstanding Option thereunder will be assumed by Parent and thereafter may be exercised solely to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this purchase shares of Parent Common Stock in accordance with Section 2.12(b)2.04(a) hereof.

Stock Plans. (a) The Company shall take all actions necessary to provide that, at upon consummation of the Effective TimeMerger, (i) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof4.2, each as amended (collectively, the "Option Plans"), and any and all other outstanding options, stock warrants and stock rights granted pursuant to such stock option plans or otherwise, and in each case, whether or not then exercisable or vested, shall be cancelled canceled and (ii) in consideration of such cancellation, the Company shall pay to each such holders holder of Options shall receive for each Share subject to such an Option an amount (subject to any applicable withholding tax) in cash respect thereof equal to the product of (A) the excess, if any, of the Offer Price Per Share Amount over the per share exercise price of such Option thereof and (B) the number of Shares subject to such Option thereto (such amount being herein referred payment to as be net of applicable withholding taxes). The Company may elect at any time prior to the "Option Price"); providedconsummation of the Offer to have the foregoing actions take effect, howeverwith respect to some or all the Options, that upon consummation of the Offer, in which case the Company shall obtain all necessary consents or releases from holders provide written notice of Options such action to effect Parent. If the foregoing. Upon receipt Company so elects and if, upon consummation of the Option PriceOffer, Purchaser shall have acquired at least 50 percent of the Option outstanding Shares, Parent shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As as promptly as practicable following the such consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its any of the Company's obligations that arise in connection with such acquisition of Shares under (i) this Section 2.12(a2.9(a), (ii) any severance plans or benefits or change in control or employment agreements between the Company and any of its employees, as set forth in any Schedule attached hereto, (iii) the Amended and Restated Credit Agreement dated as of June 30, 1998 among the Company, the Lenders listed therein, Canadian Imperial Bank of Commerce, as documentation agent, NationsBank, N.A., as syndication agent, and Bankers Trust Company, as administrative agent, as amended, and (iv) the Indenture dated as of March 24, 1997 between the Company and the Bank of New York, as trustee. (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided providing for the issuance or grant by the Company or any of its Subsidiaries of any interest in respect of the capital stock of the Company, Company or for payments based on the value any of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate its Subsidiaries shall be deleted as of the Effective Time Time. (c) The Company represents and shall warrants that all the Option Plans provide for that the payment Company can take the actions described in Section 2.9(a) without obtaining the consent of any benefit due under such plans in cash; and holders of Options. (iiid) Prior to the Company Effective Time, the Board of Directors shall take all commercially reasonable action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of terminate the Company, the Surviving Corporation or any subsidiary thereof, 's Employee Stock Purchase Plan and to terminate return all shares of stock and cash accumulated in each participant's account to such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)participants.

Stock Plans. (a) The Not later than the Effective Time, the Company shall take all actions necessary to provide that, either (i) at the Effective Time (or to the extent practicable, immediately prior to the time (the “Purchase Time”) at which the Purchaser consummates the purchase of tendered Shares pursuant to the Offer), (i) each then outstanding option to purchase shares of Company Common Stock (the "“Options"”) granted under any of the Company's ’s stock option plans referred to listed in Section 4.2 hereof4.3 of the Company Disclosure Schedule, each as amended (collectively, the "“Option Plans"”), or granted otherwise, whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall exchange for the right to receive for each Share subject to such Option from Merger Sub or the Surviving Corporation an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ax) the excess, if any, of the Offer Price over the per share exercise price of such Option thereof and (By) the number of Shares shares of Company Common Stock subject to such Option thereto (such amount being herein referred payment to be net of applicable withholding Taxes) or (ii) any Option that is not cancelled as described in Section 2.7(a)(i) above shall represent, upon exercise on or after 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 PriceEffective Time, the Option shall be cancelled. The surrender of an Option right to receive Company Common Stock which has been converted into the Company shall be deemed a release of any and all rights right to receive the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)Merger Consideration. (b) Except 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 Plans to terminate as of no later than the Effective Time and shall provide for the payment of any benefit due under such Option Plans and, except as set forth in cash; (ii) the Company shall Section 2.7(c), cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, Company or for payments based on the value any of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") its Subsidiaries to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan anyone other than Purchaser shall hold or have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary Subsidiary thereof. (c) Substantially concurrently with the approval of this Agreement, the Compensation Committee of the Company Board will take any and all actions with respect to the Company’s Employee Stock Purchase Plan (the “ESPP”) as are necessary to provide that: (i) all offering periods under the ESPP will be immediately suspended and any contributions made for the current offering periods will be returned to ESPP participants, and (ii) the ESPP will terminate, effective immediately as of the Purchase Time, except that all administrative and other rights and authorities granted under the ESPP to terminate all such plans. The Purchaser shall assure that the Company, the Company has Board or any committee or designee thereof shall remain in effect and reside with the funds necessary to meet its obligations under this Section 2.12(b)Company following the Purchase Time.

Stock Plans. (a) The Company shall take all actions necessary to provide that, at At the Effective Time, each stock option granted under the Company's 1996, 1997, 1998 and 1999 Stock Incentive Plans (the "Company Stock Plans") that is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted automatically into an option to purchase Parent Ordinary Shares (a "New Option") in an amount and at an exercise price determined as provided below: (i) each then outstanding option The number of Parent Ordinary Shares to purchase be subject to the New Option shall be equal to the product of the number of shares of Company Common Stock remaining subject (as of immediately prior to the "Options"Effective Time) granted under to the original option and the Exchange Ratio, provided that any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended (collectively, the "Option Plans"), whether or not then exercisable or vested, fractional shares resulting from such multiplication shall be cancelled and rounded down to the nearest share; and (ii) in consideration of such cancellation, such holders of Options The exercise price per Parent Ordinary Share under the New Option shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash be equal to the product exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (A) the excess, if any, as defined in Section 422 of the Offer Price over the per share exercise price of such Option Code) shall be and (Bis intended to be effected in a manner that is consistent with Section 424(a) 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 PriceCode. After the Effective Time, the each New Option shall be cancelled. The surrender of an subject to the same terms and conditions and shall be exercisable and shall vest upon the same terms and conditions, as were applicable to the related Company Stock Option immediately prior to the Effective Time, except that all references to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)be references to Parent. (b) Except 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 Plans to terminate as As of the Effective Time and Time, the 1996 Employee Stock Purchase Plan shall provide for terminate without the payment purchase of any benefit due under additional shares of Company Common Stock and all amounts contributed by participants in such Option Plans plan shall be returned to such participants in cash; (iiaccordance with Section 16(b)(ii) the 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 any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the 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 Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. (a) The Without limiting the generality or effect of Sections 2.6 or 2.8 and notwithstanding the provisions hereof applicable to the Rights, the Company shall take all actions necessary will use its reasonable best efforts (which include satisfying the requirements of Rule 16b-3(e) promulgated under Section 16 of the Exchange Act, without incurring any liability in connection therewith) to provide that, at the Effective Time, (i) each then holder of a then-outstanding option to purchase shares of Company Common Stock (the "Options") granted Shares under any of the Company's stock option plans referred set forth or required to be set forth in Section 4.2 hereof, each as amended 2.9 of the Company Disclosure Letter (collectively, the "Option PlansSTOCK OPTION PLANS") (true and correct copies of which have been delivered or made available by Company to Parent), whether or not then exercisable or vested(the "OPTIONS"), shall be cancelled and (ii) will, in consideration of such cancellationsettlement thereof, such holders of Options shall receive from the Company for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) difference between the excess, if any, of the Offer Price over Merger Consideration and the per share Share exercise price of such Option and (B) to the extent such difference is a positive number of Shares subject to such Option (such amount being herein hereinafter referred to as as, the "Option PriceOPTION CONSIDERATION"); provided. Notwithstanding anything herein stated, howeverno Option Consideration will be paid with respect to any Option unless, that the Company shall obtain all necessary consents at or releases from holders of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option prior to the Company shall be deemed time of such payment, such Option is canceled and the holder of such Option has executed and delivered a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Without limiting the generality or effect of Sections 2.6 or 2.8 and notwithstanding the provisions hereof applicable to the Rights, prior to the Effective Time, Company will use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under the Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.9. Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Stock Option Plans to will terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any other interest in respect of the capital stock of Company or any Subsidiary thereof, including the CompanyDirectors' Retainer Stock Deferral Plan, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate will be canceled as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary will use its reasonable best efforts to ensure assure that following the Effective Time no holder of Options or any participant in the Stock Option Plans or in any Other Stock Plan shall such other plans, programs or arrangements will have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, Subsidiary thereof and to terminate all such plansplans and any Options or other Rights thereunder. The Purchaser shall Notwithstanding the foregoing, as requested by Parent, the Company will use its reasonable best efforts to assure that following the date of this Agreement, no participant in the 1994 Employee Stock Purchase Plan will have any right to change any election or increase his contribution thereunder, and the Company has will take all such actions as may be available to it to cause such plan to be suspended in respect of equity securities of the funds necessary Company or the Surviving Corporation(other than as to meet its obligations under this Section 2.12(bShares payment for which was deducted from employees' payroll at or prior to the date hereof).

Stock Plans. (a) The Company shall take all actions necessary Prior to provide that, at the Effective Time, (i) the Board of Directors of Company shall adopt appropriate resolutions and take all other actions necessary to cause each then holder of an issued and outstanding option or similar right to purchase shares Common Stock, whether or not then vested or exercisable (an "Option") pursuant to any stock option or similar plans, agreements or arrangements of Company Common Stock (the "Options") granted under including any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended related award agreements (collectively, the "Option Stock Plans"), whether to enter into an Option Cancellation Agreement, in substantially the form attached to this Agreement as Exhibit A (an "Option Cancellation Agreement"), pursuant to which such holder will agree to cancellation of his or not then exercisable or vested, shall be cancelled and (ii) her Options immediately prior to the Effective Time in consideration of such cancellation, such holders of Options shall receive exchange for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (Ai) the excess, if any, of amount by which the Offer Price over Merger Consideration exceeds the per share applicable exercise price of such Option 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 provided in the Option Price, the Option shall Cancellation Agreement) or (ii) such other amount as may be cancelled. The surrender agreed upon with any holder of an Option that is exercisable at a price less than the Merger Consideration, provided that the aggregate amount payable pursuant to this Section 1.09 shall not exceed the amount set forth in Schedule 1.09 and, in each case, net of such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. To the extent that any amounts are so deducted and withheld, those amounts shall be treated as having been paid to the holder of that Option for all purposes under this Agreement. Company shall be deemed a release of any take all action to ensure that all Stock Plans and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Except 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 Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any other interest in respect of the capital stock of the CompanyCompany or any Subsidiary, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to shall automatically terminate as of the Effective Time Time, and shall provide for that any holder of issued and outstanding awards thereunder will have no rights other than the right to receive the payment of any benefit due under such plans in cash; cancellation and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant settlement thereof as provided in the Option Plans Cancellation Agreement. Prior to the Effective Time, the Board of Directors, or in any Other the Stock Plan Option Committee thereof, shall have any right thereunder to acquire any equity securities adopt a resolution consistent with the interpretive guidance of the Company, SEC to approve the Surviving Corporation disposition by any officer or any subsidiary thereof, director of Company who is a covered person of Company for purposes of Section 16 under the Exchange Act of Shares or Options pursuant to this Agreement and to terminate all such plans. The Purchaser shall assure that the Company has Merger for purposes of qualifying the funds necessary to meet its obligations disposition as an exempt transaction under this Section 2.12(b)16 under the Exchange Act.

Stock Plans. (a) The Prior to the Effective Time, 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 "Options") granted under any of the Company's stock option or incentive plans referred to listed in Section 4.2 hereof3.2 of the Company Disclosure Letter, each as amended (collectively, the "Option Incentive Plans"), or granted other than pursuant to such Incentive Plans, whether or not then exercisable or vested, shall be cancelled and in exchange for the right to receive, within ten (ii10) in consideration of such cancellationbusiness days following the Effective Time, such holders of Options shall receive for each Share subject to such Option from the Surviving Corporation, an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ai) the excess, if any, of the Offer Price Merger Consideration over the per share exercise price of such Option and Option, multiplied by (Bii) the number of Shares shares of Company Common Stock subject to such Option (such amount being herein referred payment to as the "Option Price"); providedbe net of applicable withholding Taxes, 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 cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aif any). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Incentive Plans, (i) the Company shall cause the Option Incentive Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Incentive Plans or in any Other Stock Plan anyone other than Parent shall hold or have any right thereunder to acquire any equity securities of the CompanyCompany or the Surviving Corporation. (c) Prior to the Effective Time, the Company shall take all actions necessary to provide that, at the Effective Time, all shares of Company Common Stock subject to vesting and transfer or other restrictions ("Restricted Stock") shall become fully vested and all restrictions on such shares shall lapse. Pursuant to Section 1.6(a), such shares shall be cancelled, retired and shall cease to exist, and shall be converted into the right to receive from the Surviving Corporation the Merger Consideration. (d) Prior to the Effective Time, each outstanding right to receive Company Common Stock pursuant to a restricted stock unit, stock unit award or stock appreciation right granted under any subsidiary thereofIncentive Plans that is subject to restrictions (whether performance-based, time-based, or otherwise) (each, a "Restricted Stock Unit Award") shall terminate and be of no further value unless all applicable performance or vesting criteria with respect to terminate such Restricted Stock Unit has been satisfied prior to the Effective Time. As of the Effective Time, each such Restricted Stock Unit Award which has not lapsed immediately prior to the Effective Time and for which all applicable performance or vesting criteria has been satisfied, shall be settled in shares of Company Common Stock in accordance with the terms of such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)Restricted Stock Unit Award.

Stock Plans. Prior to the mailing of the Proxy Statement, the Board ----------- of Directors of Parent and the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) The Company shall take Adjust the terms of all actions necessary to provide that, at the Effective Time, (i) each then outstanding option employee stock options to purchase shares of Company Common Stock (the "Company Stock Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof1979 Non-Qualified Stock Option Plan, each as amended amended, 1982 Incentive Stock Option Plan, as amended, and 1992 Stock Option Plan (collectively, the "Option Plans"), whether or not then to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall (except to the extent that Parent and the holder of a Company Stock Option otherwise agree in writing prior to the Effective Time): (i) if such Company Stock Option is vested before the Merger and exercisable or vestedand has an exercise price of less than $50, and the holder of such Company Stock Option shall have elected by written notice to Parent prior to the date 15 business days prior to the Effective Time to receive the payment contemplated by this clause (i), be cancelled and (ii) in consideration of such cancellation, such holders of Options shall receive exchange for each Share subject to such Option an amount a payment from the Surviving Corporation (subject to any applicable withholding taxtaxes) in cash equal to the product of (A1) the excesstotal number of shares of Company Common Stock subject to such Company Stock Option and (2) the excess of $50 over the exercise price per share of Company Common Stock subject to such Company Stock Option, if anypayable in cash immediately following the Effective Time; provided, however, that, at the request of any person subject to -------- ------- Section 16(a) of the Offer Price over Securities Exchange Act of 1934, as amended ("Exchange Act"), any such amount to be paid shall be paid as soon as practicable after the per share first date payment can be made without liability for such person under Section 16(b) of the Exchange Act; or (ii) with respect to any Company Stock Option not cancelled pursuant to clause (i) above, be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the number of shares of Class B Stock equal to the product of (1) the number of shares of Company Common Stock issuable upon exercise price of such Option and (B2) the number Class B Exchange Ratio, provided that any fractional shares of Shares subject Class B Stock resulting from such multiplication shall be rounded up or down to the nearest whole share, at a price per share equal to (1) the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (2) the Class B Exchange Ratio, provided that such amount being herein referred exercise price shall be rounded up or down to the nearest cent. (b) Adjust the terms of the Company's 1984 Restricted Stock Compensation Plan, as amended (the "Option PriceRestricted Stock Plan"); provided, howeverwhich (or a plan substantially identical thereto) the Surviving Corporation shall adopt, that to provide (i) that, at the Effective Time, the Merger Consideration into which each share of Company Common Stock subject at such time to the Restricted Stock Plan is converted shall obtain all necessary consents or releases from holders of Options to effect the foregoing. Upon receipt thereafter be free of the Option Pricerequirement under the Restricted Stock Plan that such shares be held in escrow for the periods set forth therein, and (ii) that, after the Option shall be cancelled. The surrender Effective Time, no further grants of an Option to Company Common Stock or any other interest in the capital stock of the Company shall be deemed a release of any and all rights made under the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)Restricted Stock Plan. (bc) Except as provided herein or as otherwise agreed to in writing by the parties and to the extent permitted by parties, the Option Plans, the Restricted Stock Plan, the Company's Employee Stock Purchase Plan, as amended (ithe "Stock Purchase Plan") and the Company shall cause the Option Plans to terminate as of the Effective Time Nonemployee Directors Stock Plan, and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the CompanyCompany or any subsidiary (collectively, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock PlanPlans") to shall terminate as of the Effective Time Time, and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or a Company Stock Option nor any participant in any of the Option Stock Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of the Company, Company or the Surviving Corporation or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)Corporation.

Stock Plans. (a) The Company shall take all actions necessary Prior to provide that, at the Effective Time, the Board of Directors (ior, if appropriate, the Stock Option Committee thereof) of Company shall adopt appropriate resolutions and take all other actions necessary to cause each then holder of an issued and outstanding option or similar right to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended (collectively, the "Option Plans")Stock, whether or not then vested or exercisable or vested, shall be cancelled and (iian “Option”) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option an amount (subject pursuant to any applicable withholding tax) in cash equal to the product stock option or similar plans, agreements or arrangements of Company including any related award agreements (A) the excess, if any, of the Offer Price over the per share exercise price of such Option 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 Pricecollectively, the Option shall be cancelled. The surrender of “Stock Plans”), to enter into an Option Cancellation Agreement, in substantially the form attached hereto as Exhibit A (an “Option Cancellation Agreement”), pursuant to the Company shall be deemed a release which such holder will agree to cancellation of any and all rights the holder had his or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary her Options immediately prior to satisfy its obligations under this Section 2.12(a). (b) Except 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 Plans to terminate as of the Effective Time and shall provide in exchange for the consideration provided therein, net of such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. To the extent that any benefit due amounts are so deducted and withheld, those amounts shall be treated as having been paid to the holder of that Option for all purposes under such Option Plans in cash; (ii) the this Agreement. Company shall cause the provisions in take all action to ensure that all Stock Plans and any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any other interest in respect of the capital stock of the CompanyCompany or any Subsidiary, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to shall automatically terminate as of the Effective Time Time, and shall provide for that any holder of issued and outstanding awards thereunder will have no rights other than the right to receive the payment of any benefit due under such plans in cash; cancellation and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant settlement thereof as provided in the Option Plans Cancellation Agreements. Prior to the Effective Time, the Board of Directors, or in any Other the Stock Plan Option Committee thereof, shall have any right thereunder to acquire any equity securities adopt a resolution consistent with the interpretive guidance of the Company, SEC to approve the Surviving Corporation disposition by any officer or any subsidiary thereof, director of Company who is a covered person of Company for purposes of Section 16 under the Exchange Act of Shares or Options pursuant to this Agreement and to terminate all such plans. The Purchaser shall assure that the Company has Merger for purposes of qualifying the funds necessary to meet its obligations disposition as an exempt transaction under this Section 2.12(b)16 under the Exchange Act.

Stock Plans. (a) The As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering any of the Company’s stock option and stock incentive plans listed in Section 3.2 of the Company Disclosure Schedule, each as amended (collectively, the “Option Plans”)) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) no later than ten (10) days prior to the Effective Time, each then outstanding option to purchase shares of Company Common Stock (the “Options”) shall become vested and exercisable with respect to all of the shares of Company Common Stock subject thereto; (ii) adjust the terms of each share of Company Common Stock subject to vesting and transfer or other restrictions (“Restricted Stock”) as necessary to provide that, in accordance with the terms of the applicable Restricted Stock award agreement, at the Effective Time, such shares shall become fully vested and all restrictions on such shares shall lapse and pursuant to Section 1.6(a), such shares shall be canceled, retired and shall cease to exist, and shall be converted into the right to receive from the Surviving Corporation the Merger Consideration (it being understood that restricted stock awards set forth on Schedule 1.8 which in accordance with their original terms are to be granted only upon achievement of specified performance-based goals that have not been achieved prior to the Effective Time shall not be granted in connection with the Merger nor shall they vest or be converted into the right to receive the Merger Consideration; provided, however, that any such shares that, by their original terms are granted upon a change of control shall be granted and shall vest and be converted at the Effective Time into the right to receive the Merger Consideration); and (iii) make such other changes to the Option Plans as Parent and the Company may agree are appropriate to give effect to the Merger. (b) Prior to the Effective Time, 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 "Options") Option granted under any of the Company's stock option plans referred Option Plan, or granted other than pursuant to in Section 4.2 hereof, each as amended (collectively, the "such Option Plans"), whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall exchange for the right to receive for each Share subject to such Option from Merger Sub or the Surviving Corporation an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ai) the excess, if any, of the Offer Price Merger Consideration over the per share exercise price of such Option and Option, multiplied by (Bii) the number of Shares shares of Company Common Stock subject to such Option (such amount being herein referred payment to as the "Option Price"); provided, however, that made by the Company shall obtain all necessary consents or releases from holders through its customary payroll procedures and net of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aapplicable withholding Taxes). (bc) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, Company or for payments based on the value any of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") its Subsidiaries to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan anyone other than Parent shall hold or have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary Subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. (a) The Without limiting the generality or effect of Section 2.6 or 2.7 and notwithstanding the provisions hereof applicable to the Rights, the Company shall take all actions necessary will use its reasonable best efforts (which include satisfying the requirements of Rule 16b-3(e) promulgated under Section 16 of the Exchange Act, without incurring any liability in connection therewith) to provide that, at the Effective Time, (i) each then holder of a then-outstanding option to purchase shares of Company Common Stock (the "Options") granted Shares under any of the Company's stock option plans referred to described in Section 4.2 hereof, each as amended 3.3 (collectively, the "Option PlansSTOCK OPTION PLANS"), whether or not then exercisable or vested(the "OPTIONS"), shall be cancelled and (ii) will, in consideration of such cancellationsettlement thereof, such holders of Options shall receive from the Company for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) difference between the excess, if any, of the Offer Price over Merger Consideration and the per share Share exercise price of such Option and (B) to the extent such difference is a positive number of Shares subject to such Option (such amount being herein hereinafter referred to as as, the "OPTION CONSIDERATION") and that all Options will be terminated and thereafter represent only the right to receive the Option Price")Consideration; providedPROVIDED, howeverHOWEVER, that the Company shall obtain all necessary consents or releases from holders of Options with respect to effect the foregoing. Upon receipt any Person subject to Section 16(a) of the Exchange Act, any such amount will be paid as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act. Notwithstanding anything herein stated, no Option PriceConsideration will be paid with respect to any Option unless, the Option shall be cancelled. The surrender of an Option at or prior to the Company shall be deemed time of such payment, such Option is canceled and the holder of such Option has executed and delivered a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following The Company will cooperate with Parent in developing and taking any actions reasonably designed to minimize the consummation exercise of Options by the Merger, holders thereof prior to the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)Offer Completion Date. (b) Without limiting the generality or effect of Sections 2.6 or 2.7 and notwithstanding the provisions hereof applicable to Rights, prior to the Effective Time, the Company will use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under the Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.8. Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Stock Option Plans to will terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any other interest in respect of the capital stock of the Company, Company or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate any Subsidiary thereof will be canceled as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary use its best efforts to ensure assure that following the Effective Time no holder of Options or any participant in the Stock Option Plans or in any Other Stock Plan other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, Subsidiary thereof and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)plans and any Options or other Rights thereunder.

Stock Plans. (a) The As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans), shall adopt such resolutions or take such other actions as are required to adjust the terms of all actions necessary to provide that, at the Effective Time, (i) each then outstanding option stock options to purchase shares of Company Common Stock (the "Stock Options") heretofore granted under any stock option, program or arrangement of the Company's stock option plans referred to in Section 4.2 hereof, each as amended Company (collectively, the "Option Stock Plans")) to provide that each Stock Option outstanding immediately prior to the acceptance for payment of shares of Common Stock pursuant to the Offer, whether or not then exercisable or vested, shall be cancelled and (ii) canceled in consideration exchange for a cash payment by Sub within five business days of such cancellationthe day shares of Common Stock are purchased pursuant to the Offer, such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (Ai) the excess, if any, of (x) the price per share of Common Stock to be paid pursuant to the Offer Price over (y) the exercise price per share exercise price of Common Stock subject to such Option and Stock Option, multiplied by (Bii) the number of Shares subject to shares of Common Stock for which such Stock Option may then be exercised (such amount being herein referred to as the "Option PriceConsideration"); 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 cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Except All amounts payable pursuant to this Section 6.04 shall be subject to any required withholding of taxes and shall be paid without interest. The Company shall use its best efforts to obtain all consents of the holders of the Stock Options as provided herein or as otherwise agreed shall be necessary to by effectuate the parties and foregoing. Notwithstanding anything to the extent permitted by the contrary contained in this Agreement, payment shall, at Parent's request, be withheld in respect of any Stock Option Plans, with respect to any holder until all necessary consents with respect to such holder are obtained. (ic) the Company The Stock Plans shall cause the Option Plans to terminate as of the Effective Time of the Merger, and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other planemployee benefit, program stock or arrangement, which currently provides or previously provided other plan of the Company providing for the issuance issuance, transfer or grant by of any capital stock of the Company of Company, any interest in respect of the any capital stock of the Company, or for payments based on any amounts derived from the value of the any capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate shall be deleted as of the Effective Time of the Merger, and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary to ensure that following the Effective Time of the Merger no holder of Options a Stock Option or any participant in the Option Plans any Stock Plan or in any Other Stock other Company Plan shall have any right thereunder to acquire any equity securities capital stock of the Company, Company or the Surviving Corporation or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)Corporation.

Stock Plans. (a) The Without limiting the generality or effect of Sections 2.6 or 2.8 and notwithstanding the provisions hereof applicable to the Rights, the Company shall take all actions necessary will use its reasonable best efforts (which include satisfying the requirements of Rule 16b-3(e) promulgated under Section 16 of the Exchange Act, without incurring any liability in connection therewith) to provide that, at the Effective Time, (i) each then holder of a then-outstanding option to purchase shares of Company Common Stock (the "Options") granted Shares under any of the Company's stock option plans referred set forth or required to be set forth in Section 4.2 hereof, each as amended 2.9 of the Company Disclosure Letter (collectively, the "Stock Option Plans") (true and correct copies of which have been delivered or made available by Company to Parent), whether or not then exercisable or vested(the "Options"), shall be cancelled and (ii) will, in consideration of such cancellationsettlement thereof, such holders of Options shall receive from the Company for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) difference between the excess, if any, of the Offer Price over Merger Consideration and the per share Share exercise price of such Option and (B) to the extent such difference is a positive number of Shares subject to such Option (such amount being herein hereinafter referred to as as, the "Option PriceConsideration"); provided. Notwithstanding anything herein stated, howeverno Option Consideration will be paid with respect to any Option unless, that the Company shall obtain all necessary consents at or releases from holders of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option prior to the Company shall be deemed time of such payment, such Option is canceled and the holder of such Option has executed and delivered a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Without limiting the generality or effect of Sections 2.6 or 2.8 and notwithstanding the provisions hereof applicable to the Rights, prior to the Effective Time, Company will use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under the Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.9. Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Stock Option Plans to will terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any other interest in respect of the capital stock of Company or any Subsidiary thereof, including the CompanyDirectors' Retainer Stock Deferral Plan, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate will be canceled as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary will use its reasonable best efforts to ensure assure that following the Effective Time no holder of Options or any participant in the Stock Option Plans or in any Other Stock Plan shall such other plans, programs or arrangements will have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, Subsidiary thereof and to terminate all such plansplans and any Options or other Rights thereunder. The Purchaser shall Notwithstanding the foregoing, as requested by Parent, the Company will use its reasonable best efforts to assure that following the date of this Agreement, no participant in the 1994 Employee Stock Purchase Plan will have any right to change any election or increase his contribution thereunder, and the Company has will take all such actions as may be available to it to cause such plan to be suspended in respect of equity securities of the funds necessary Company or the Surviving Corporation(other than as to meet its obligations under this Section 2.12(bShares payment for which was deducted from employees' payroll at or prior to the date hereof).

Stock Plans. (a) The Without limiting the generality or effect of Section 2.6 or 2.7 and notwithstanding the provisions hereof applicable to the Rights, the Company shall take all actions necessary will use its reasonable best efforts (which include satisfying the requirements of Rule 16b-3(e) promulgated under Section 16 of the Exchange Act, without incurring any liability in connection therewith) to provide that, at the Effective Time, (i) each then holder of a then-outstanding option to purchase shares of Company Common Stock (the "Options") granted Shares under any of the Company's stock option plans referred to described in Section 4.2 hereof, each as amended 3.3 (collectively, the "Stock Option Plans"), whether or not then exercisable or vested(the "Options"), shall be cancelled and (ii) will, in consideration of such cancellationsettlement thereof, such holders of Options shall receive from the Company for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) difference between the excess, if any, of the Offer Price over Merger Consideration and the per share Share exercise price of such Option and (B) to the extent such difference is a positive number of Shares subject to such Option (such amount being herein hereinafter referred to as as, the "Option PriceConsideration")) and that all Options will be terminated and thereafter represent only the right to receive the Option Consideration; provided, however, that the Company shall obtain all necessary consents or releases from holders of Options with respect to effect the foregoing. Upon receipt any Person subject to Section 16(a) of the Exchange Act, any such amount will be paid as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act. Notwithstanding anything herein stated, no Option PriceConsideration will be paid with respect to any Option unless, the Option shall be cancelled. The surrender of an Option at or prior to the Company shall be deemed time of such payment, such Option is canceled and the holder of such Option has executed and delivered a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following The Company will cooperate with Parent in developing and taking any actions reasonably designed to minimize the consummation exercise of Options by the Merger, holders thereof prior to the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)Offer Completion Date. (b) Without limiting the generality or effect of Sections 2.6 or 2.7 and notwithstanding the provisions hereof applicable to Rights, prior to the Effective Time, the Company will use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under the Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.8. Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Stock Option Plans to will terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any other interest in respect of the capital stock of the Company, Company or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate any Subsidiary thereof will be canceled as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary use its best efforts to ensure assure that following the Effective Time no holder of Options or any participant in the Stock Option Plans or in any Other Stock Plan other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, Subsidiary thereof and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)plans and any Options or other Rights thereunder.

Stock Plans. Prior to the mailing of the Proxy Statement, the Board of Directors of Parent and the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) The Company shall take Adjust the terms of all actions necessary to provide that, at the Effective Time, (i) each then outstanding option employee and director stock options to purchase shares of Company Common Stock Shares (the "OptionsCOMPANY STOCK OPTIONS") granted under any of the Company's stock option plans referred to in Section 4.2 hereof1996 Stock Option Plan, each as amended 1997 Stock Plan or 1997 Director Option Plan (collectively, the "Option PlansOPTION PLANS"), whether or not then to provide that each Company Stock Option outstanding immediately prior to the Effective Time shall (except to the extent that Parent and the holder of a Company Stock Option otherwise agree in writing prior to the Effective Time): (i) at the Effective Time, if such Company Stock Option is vested before the Merger and exercisable or vestedand has an exercise price of less than $7.00, and the holder of such Company Stock Option shall have elected by written notice to Parent prior to the date 15 business days prior to the Effective Time to receive the payment contemplated by this clause (i), be cancelled and (ii) in consideration of such cancellation, such holders of Options shall receive exchange for each Share subject to such Option an amount a payment from the Surviving Corporation (subject to any applicable withholding taxtaxes) in cash equal to the product of (A1) the excess, if any, of the Offer Price over the per share exercise price of such Option and (B) the total number of Shares subject to such Company Stock Option and (2) the excess of $7.00 over the exercise price per Share subject to such amount being herein referred to as Company Stock Option, payable in cash immediately following the "Option Price")Effective Time; provided, however, that at the Company shall obtain all necessary consents or releases from holders request of Options any person subject to effect the foregoing. Upon receipt Section 16(a) of the Option PriceSecurities Exchange Act of 1934, the Option as amended ("EXCHANGE ACT"), any such amount to be paid shall be cancelled. The surrender paid as soon as practicable after the first date payment can be made without liability for such person under Section 16(b) of an Option the Exchange Act; or (ii) immediately prior to the Effective Time, with respect to any Company shall Stock Option not to be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary cancelled pursuant to satisfy its obligations under this Section 2.12(a). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, clause (i) above, be assumed by the Company Parent (on the then existing terms other than as provided herein) if permissible under applicable law and stock exchange rules, or, if such option assumption is not permitted under applicable law or stock exchange rules, Parent shall cause issue an option to acquire (on substantially the Option Plans to terminate same terms and conditions as of the Effective Time and shall provide for the payment of any benefit due were applicable under such Option Plans in cash; Company Stock Option), the number of Subordinate Shares equal to the product of (ii1) the number of Shares issuable upon exercise of such Option and (2) the Subordinate Shares Ratio, provided that any fractional Subordinate Shares resulting from such multiplication shall be rounded up or down to the nearest whole share, and (x) with respect to any Company Stock Option that has an exercise price of less than $7.00, at a price per share equal to (A) the exercise price for Shares otherwise purchasable pursuant to such Company Stock Option divided by (B) the Subordinate Shares Ratio, provided that such exercise price shall cause be rounded up or down to the provisions in any other plan, program or arrangement, which currently provides or previously provided for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate as of the Effective Time and shall provide for the payment of any benefit due under such plans in cashnearest cent; and (iiiy) with respect to all other Company Stock Options, at a price per share equal to $17.50, provided, that if the Company shall take all action necessary Toronto Stock Exchange or the Montreal Stock Exchange prohibits the issuance of such options at a price per share equal to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of the Company$17.50, the Surviving Corporation or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).then

Stock Plans. (a) The Prior to the Effective Time, 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 "“Options"”) granted under any of the Company's ’s stock option or incentive plans referred to listed in Section 4.2 hereof3.2 of the Company Disclosure Letter, each as amended (collectively, the "Option “Incentive Plans"”), or granted other than pursuant to such Incentive Plans, whether or not then exercisable or vested, shall be cancelled and in exchange for the right to receive, within ten (ii10) in consideration of such cancellationbusiness days following the Effective Time, such holders of Options shall receive for each Share subject to such Option from the Surviving Corporation, an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ai) the excess, if any, of the Offer Price Merger Consideration over the per share exercise price of such Option and Option, multiplied by (Bii) the number of Shares shares of Company Common Stock subject to such Option (such amount being herein referred payment to as the "Option Price"); providedbe net of applicable withholding Taxes, 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 cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aif any). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Incentive Plans, (i) the Company shall cause the Option Incentive Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Incentive Plans or in any Other Stock Plan anyone other than Parent shall hold or have any right thereunder to acquire any equity securities of the CompanyCompany or the Surviving Corporation. (c) Prior to the Effective Time, the Company shall take all actions necessary to provide that, at the Effective Time, all shares of Company Common Stock subject to vesting and transfer or other restrictions (“Restricted Stock”) shall become fully vested and all restrictions on such shares shall lapse. Pursuant to Section 1.6(a), such shares shall be cancelled, retired and shall cease to exist, and shall be converted into the right to receive from the Surviving Corporation the Merger Consideration. (d) Prior to the Effective Time, each outstanding right to receive Company Common Stock pursuant to a restricted stock unit, stock unit award or stock appreciation right granted under any subsidiary thereofIncentive Plans that is subject to restrictions (whether performance-based, time-based, or otherwise) (each, a “Restricted Stock Unit Award”) shall terminate and be of no further value unless all applicable performance or vesting criteria with respect to terminate such Restricted Stock Unit has been satisfied prior to the Effective Time. As of the Effective Time, each such Restricted Stock Unit Award which has not lapsed immediately prior to the Effective Time and for which all applicable performance or vesting criteria has been satisfied, shall be settled in shares of Company Common Stock in accordance with the terms of such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)Restricted Stock Unit Award.

Stock Plans. (a) 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 a "OptionsCompany Option") ), whether granted under any of the Company's stock option plans referred to in Section 4.2 hereof3.14, each as amended (collectively, the "Option Stock Plans"), or otherwise, and whether or not then exercisable or vested, shall be cancelled canceled and (ii) in consideration of such cancellation, the Surviving Entity shall pay to such holders of Company Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash with respect to each such Company Option equal to the product of obtained by multiplying (A) the excessamount, if any, of by which the Offer Price over Merger Consideration exceeds the per share exercise price of relating to such Option and Company Option, by (B) the number of Shares shares of Company Common Stock subject to such Option thereto (such payment to be net of applicable withholding taxes). The aggregate amount being herein referred to as the "Option Price"); provided, however, be paid pursuant to clause (ii) with respect to all Company Options (assuming that the Company shall obtain all necessary consents or releases from holders of Options to effect the foregoingMerger Consideration is $12.50) is $1,132,774. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option Prior to the Company shall be deemed a release of any Effective Time and all rights the holder had or may have had in respect of such Option. As promptly as practicable following contingent upon the consummation of the Merger, the Purchaser Company shall provide notify each holder of a Company Option that (i) all outstanding Company Options that have not become fully vested prior to the Effective Time shall become fully vested immediately prior to the Effective Time and (ii) each such holder may exercise his or her Company with Options prior to the funds necessary to satisfy its obligations under this Section 2.12(a)Effective Time or such Company Options shall be canceled and cashed out in the manner set forth in clause (ii) above. (b) The Company shall take all actions necessary to provide that, at the Effective Time, (i) each then outstanding right that entitles the recipient to receive credits based on a cash distribution that would have been paid on Company Common Stock specified in such right, or other award to which it relates (a "Distribution Equivalent Right"), whether granted under any of the Company's Stock Plans or otherwise, shall be canceled and (ii) the Surviving Entity shall pay to the holders of Distribution Equivalent Rights an amount in cash equal to their accrued and unpaid distribution equivalents as of the Effective Time (such payment to be net of applicable withholding taxes). The Company represents and warrants that the total amount of shares of Company Common Stock specified in the Distribution Equivalent Rights is 74,000 and, as of November 30, 2003, the total unpaid and unreinvested distribution equivalents credited to the holders of Distribution Equivalent Rights shall be $22,147. (c) Prior to the Effective Time, the Company shall cause any restrictions imposed pursuant to any stock plan on any outstanding shares of Company Common Stock (such shares, "Company Restricted Shares") to lapse and each Company Restricted Share shall be subject to the same terms and conditions of this Agreement as other shares of Company Common Stock, including, but not limited to, Section 2.1(c) herein. (d) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Stock Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided providing for the issuance or grant by the Company of any interest in respect of the capital stock shares of the Company, or for payments based on the value of the capital stock beneficial interest of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate shall be terminated and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Company Options or any participant in the Option Stock Plans or in any Other Stock Plan anyone otherwise shall have any right thereunder to acquire any equity securities or other interest in respect of the capital stock of the Company, the Surviving Corporation Entity or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(bSubsidiary (as defined herein).

Stock Plans. (a) The Company shall use its reasonable best efforts to take all actions necessary to provide that, at the Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof3.2, each as amended (collectively, the "Option Plans")) or granted otherwise, whether or not then exercisable or vested, shall be cancelled canceled and (ii) in consideration of such cancellation, Merger Sub shall (or shall cause the Surviving Corporation to) pay to such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (A) the excess, if any, of the Offer Cash Election Price over the per share exercise price of such Option thereof and (B) the number of Shares shares of Company Common Stock subject to such Option thereto (such amount being herein referred payment to as the "Option Price"); provided, however, that the Company shall obtain all necessary consents or releases from holders be net of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aapplicable withholding taxes). (b) Prior to the Effective Time, the Company shall cause any restrictions imposed pursuant to any stock plan on any outstanding shares of Company Common Stock (such shares, "Company Restricted Stock") to lapse and each share of Company Restricted Stock shall be subject to the same terms and conditions of this Agreement as other shares of Company Common Stock, including, but not limited to, Section 1.6(c) herein. (c) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, (i) the Company shall use its reasonable best efforts to cause the Option Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, Company shall be terminated and have no further force or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take use all action necessary reasonable best efforts to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan anyone otherwise 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 Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. (a) The Company shall take all actions necessary to provide that, at upon consummation of the Effective TimeMerger, (i) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof4.2, each as amended (collectively, the "Option Plans"), and any and all other outstanding options, stock warrants and stock rights granted pursuant to such stock option plans or otherwise, and in each case, whether or not then exercisable or vested, shall be cancelled canceled and (ii) in consideration of such cancellation, the Company shall pay to each such holders holder of Options shall receive for each Share subject to such an Option an amount (subject to any applicable withholding tax) in cash respect thereof equal to the product of (A) the excess, if any, of the Offer Price Per Share Amount over the per share exercise price of such Option thereof and (B) the number of Shares subject to such Option thereto (such amount being herein referred payment to as be net of applicable withholding taxes). The Company may elect at any time prior to the "Option Price"); providedconsummation of the Offer to have the foregoing actions take effect, howeverwith respect to some or all the Options, that upon consummation of the Offer, in which case the Company shall obtain all necessary consents or releases from holders provide written notice of Options such action to effect Parent. If the foregoing. Upon receipt Company so elects and if, upon consummation of the Option PriceOffer, Purchaser shall have acquired at least 90 percent of the Option outstanding Shares, Parent shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As as promptly as practicable following the such consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a2.9(a). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided providing for the issuance or grant by the Company or any of its subsidiaries of any interest in respect of the capital stock of the Company, Company or for payments based on the value any of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate its Subsidiaries shall be deleted as of the Effective Time Time. (c) The Company represents and shall warrants that all the Option Plans provide for that the payment Company can take the actions described in Section 2.9(a) without obtaining the consent of any benefit due under such plans in cash; and holders of Options. (iiid) Prior to the Company Effective Time, the Board of Directors shall take all commercially reasonable action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of terminate the Company, the Surviving Corporation or any subsidiary thereof, 's Employee Stock Purchase Plan and to terminate return all shares of stock and cash accumulated in each participant's account to such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)participants.

Stock Plans. (a) 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 "Options") a “Company Option”), whether granted under any of the Company's ’s stock option plans referred to in Section 4.2 hereof3.14, each as amended (collectively, the "Option “Stock Plans"”), or otherwise, and whether or not then exercisable or vested, shall be cancelled canceled and (ii) in consideration of such cancellation, the Surviving Entity shall pay to such holders of Company Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash with respect to each such Company Option equal to the product of obtained by multiplying (A) the excessamount, if any, of by which the Offer Price over Merger Consideration exceeds the per share exercise price of relating to such Option and Company Option, by (B) the number of Shares shares of Company Common Stock subject to such Option thereto (such payment to be net of applicable withholding taxes). The aggregate amount being herein referred to as the "Option Price"); provided, however, be paid pursuant to clause (ii) with respect to all Company Options (assuming that the Company shall obtain all necessary consents or releases from holders of Options to effect the foregoingMerger Consideration is $12.50) is $1,132,774. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option Prior to the Company shall be deemed a release of any Effective Time and all rights the holder had or may have had in respect of such Option. As promptly as practicable following contingent upon the consummation of the Merger, the Purchaser Company shall provide notify each holder of a Company Option that (i) all outstanding Company Options that have not become fully vested prior to the Effective Time shall become fully vested immediately prior to the Effective Time and (ii) each such holder may exercise his or her Company with Options prior to the funds necessary to satisfy its obligations under this Section 2.12(a)Effective Time or such Company Options shall be canceled and cashed out in the manner set forth in clause (ii) above. (b) The Company shall take all actions necessary to provide that, at the Effective Time, (i) each then outstanding right that entitles the recipient to receive credits based on a cash distribution that would have been paid on Company Common Stock specified in such right, or other award to which it relates (a “Distribution Equivalent Right”), whether granted under any of the Company’s Stock Plans or otherwise, shall be canceled and (ii) the Surviving Entity shall pay to the holders of Distribution Equivalent Rights an amount in cash equal to their accrued and unpaid distribution equivalents as of the Effective Time (such payment to be net of applicable withholding taxes). The Company represents and warrants that the total amount of shares of Company Common Stock specified in the Distribution Equivalent Rights is 74,000 and, as of November 30, 2003, the total unpaid and unreinvested distribution equivalents credited to the holders of Distribution Equivalent Rights shall be $22,147. (c) Prior to the Effective Time, the Company shall cause any restrictions imposed pursuant to any stock plan on any outstanding shares of Company Common Stock (such shares, “Company Restricted Shares”) to lapse and each Company Restricted Share shall be subject to the same terms and conditions of this Agreement as other shares of Company Common Stock, including, but not limited to, Section 2.1(c) herein. (d) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Stock Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided providing for the issuance or grant by the Company of any interest in respect of the capital stock shares of the Company, or for payments based on the value of the capital stock beneficial interest of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate shall be terminated and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Company Options or any participant in the Option Stock Plans or in any Other Stock Plan anyone otherwise shall have any right thereunder to acquire any equity securities or other interest in respect of the capital stock of the Company, the Surviving Corporation Entity or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(bSubsidiary (as defined herein).

Stock Plans. (a) The Company Prior to the Effective Time, the Board of Directors shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at immediately prior to the Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock Shares (the an "OptionsOPTION") granted under any of the Company's stock option plans referred to in or agreements of the Company (all of which are set forth on Section 4.2 hereof3.2 of the Company Letter, each as amended (collectively, the "Option PlansSTOCK PLANS"), whether will be exercisable in full and, to the extent not so exercised or not then exercisable validly canceled, be forfeited as of the Effective Time. The Board of Directors may take such action as may be necessary or vesteddesirable to permit any holder of an Option to, shall be cancelled in lieu of exercise, elect to have the Option canceled (a "CANCELED OPTION") at the Effective Time and (ii) to receive, in exchange and full settlement therefor and in consideration of the cancellation of such cancellationOption, such holders of Options shall receive for each Share subject to such Option an amount (i) a payment in cash (subject to any applicable withholding tax) in cash equal to the product of (Ax) the excess, if any, of the Offer Price Cash Consideration over the per share Share exercise price of such Option Option, and (By) the number of Shares subject to such Option and (ii) only if cash is paid pursuant to clause (i) above, one CVR for each Share subject to such amount being herein referred to as Option (together, the "Option PriceOPTION CONSIDERATION"); provided, however, that . Any such election to receive the Option Consideration will be conditioned upon the Option holder providing to the Company prior to the Effective Time a consent to cancellation and release in such form as is approved by Parent. From and after the Effective Time, such Canceled Options shall obtain all necessary consents no longer be exercisable by the former holder thereof, but shall only entitle such holder to the delivery of the Option Consideration. At, or releases from as soon as practicable after, the Effective Time, Parent shall or shall cause the Surviving Corporation to provide each holder of a Canceled Option which is validly canceled pursuant to this Section 2.4 with a lump-sum cash payment equal to the Cash Consideration payable to such holder hereunder. The holders of Options to effect the foregoing. Upon receipt which are "out of the Option Pricemoney" (I.E., having a per Share exercise price equal to or in excess of the Option Cash Consideration) shall be cancelled. The surrender of an Option not receive any consideration with respect to the Company shall be deemed a release of any and all rights the holder had or may have had in respect forfeiture of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Except 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 Plans to terminate Options as of the Effective Time and shall provide for Time. Prior to the payment of any benefit due under such Option Plans in cash; (ii) Effective Time, the 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 any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary use its reasonable best efforts to ensure that following the Effective Time no holder holders of Options or any participant in that are neither exercised nor canceled will have no rights with respect to the 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 Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)Options.

Stock Plans. The Company Board (or, if appropriate, any committee thereof administering any of the Company’s stock option and equity incentive plans listed in Section 3.2 of the Company Disclosure Schedule, each as amended (collectively, the “Stock Plans”)) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) The Prior to the Effective Time, the Company shall take all actions necessary to provide that, at the Effective Time, (ix) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred Stock Plan, or granted other than pursuant to in Section 4.2 hereof, each as amended such Stock Plans (collectivelytogether, the "Option Plans"“Options”), whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall exchange for the right to receive for each Share subject to such Option from the Surviving Corporation an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ai) the excess, if any, of the Offer Price Merger Consideration over the per share exercise price of such Option and Option, multiplied by (Bii) the number of Shares shares of Company Common Stock subject to such Option and (y) each then outstanding restricted stock unit granted under any Stock Plan (“Restricted Stock Units”), whether or not then vested, shall be cancelled in exchange for the right to receive from the Surviving Corporation an amount in cash in respect thereof equal to the Merger Consideration (such amount being herein referred payments to as the "Option Price"); provided, however, that made by the Company shall obtain all necessary consents or releases from holders through its customary payroll procedures and net of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aapplicable withholding Taxes). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Stock Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, Company or for payments based on the value any of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") its Subsidiaries to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or other awards or any participant in the Option Stock Plans or in any Other Stock Plan anyone other than Parent shall hold or have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary Subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. (a) The Company shall take all actions necessary use reasonable efforts (without incurring any liability in connection therewith) to provide that, at the Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (the "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended (collectively, the "Option Plans"), whether or not then exercisable or vested, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price Common Per Share Amount over the per share exercise price of such Option and (B) the number of Shares subject to such Option (such amount being herein referred to as as, the "Option Price"); provided, however, PROVIDED 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 cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (b) Except 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 Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such the Option Plans in cash; Price pursuant to Section 2.12(a) hereof, and (ii) the 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 any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the 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 . (c) None of the parties to terminate all such plans. The Purchaser this Agreement shall assure that take any action to deprive any employee or director of the Company has of the funds necessary benefits of (i) the consideration payable with respect to meet its obligations under this Options in accordance with Section 2.12(a) or (ii) the consideration that would have been payable with respect to any other equity-based compensation in accordance with the terms and conditions of the applicable Other Stock Plan, but for the amendment set forth in Section 2.12(b)) above, such consideration to be determined by valuing any right to equity-based compensation by reference to the Common Per Share Amount. Without limiting the generality of the foregoing, if any of the transactions contemplated hereby would cause any individual subject to Section 16 of the Exchange Act to become subject to the profit recovery provisions thereof, to the extent permitted by applicable law neither the Surviving Corporation nor the Purchaser (nor any affiliate of the Purchaser) shall assert any claims against any such individual arising out of the foregoing or relating thereto, based directly or indirectly, on Section 16. ARTICLE III.

Stock Plans. (a) The Prior to the Effective Time, 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 "“Options"”) granted under any of the Company's ’s stock option plans referred to listed in Section 4.2 hereof3.9 of the Company Disclosure Letter, each as amended (collectively, the "“Option Plans"”), or granted other than pursuant to such Option Plans, whether or not then exercisable or vested, shall be cancelled in exchange for the right to receive, promptly following the Effective Time, from Parent, Merger Sub and (ii) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option the Surviving Corporation an amount (subject to any applicable withholding tax) in cash in respect thereof equal to the product of (Ai) the excess, if any, of the Offer Price Merger Consideration over the per share exercise price of such Option and Option, multiplied by (Bii) the number of Shares shares of Company Common Stock subject to such Option (such amount being herein referred payment to as the "Option Price"); providedbe net of applicable withholding Taxes, 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 cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aif any). (b) Except 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 Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate and have no further force or effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan anyone other than Parent shall hold or have any right thereunder to acquire any equity securities of the CompanyCompany or the Surviving Corporation. (c) Prior to the Effective Time, the Company shall take all actions necessary to provide that, at the Effective Time, all shares of Company Common Stock subject to vesting and transfer or other restrictions (the “Restricted Stock”) in accordance with the terms of the applicable Restricted Stock award agreement, shall become fully vested and all restrictions on such shares shall lapse. Pursuant to Section 1.6(a), such shares shall be cancelled, retired and shall cease to exist, and shall be converted into the right to receive from the Surviving Corporation or any subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this Section 2.12(b)Merger Consideration.

Stock Plans. (a) The Company Prior to the Effective Time of the Mergers, each of IPC and IXnet (x) shall take all actions 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 ("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 part of the holders thereof, be converted into and 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 (collectively, such plans, agreements and awards of IPC or IXnet being hereinafter referred to as the "Stock Plans") and Parent shall assume the Stock Plans with respect to then outstanding options (but taking into account any changes thereto, including the acceleration thereof, 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 certain holders of Options ("Option Limitation Agreement") and (y) shall amend Section 5(c) of each Stock Plan to provide thatthat 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall become exercisable upon a Change in Control; provided, at however, that from and after the Effective Time, Time of the Mergers (i) each then outstanding option such Option assumed by Parent may be exercised solely to purchase shares of Company Parent Common Stock, (ii) the number of shares of Parent Common Stock purchasable upon exercise of such Option shall be equal to, in the case of IPC Options, the number of shares of Parent Common Stock subject to such Option multiplied by the IPC Merger Exchange Ratio, rounded, if necessary, to the nearest whole share of Parent Common Stock, at a price per share (rounded to the "nearest one-hundredth of a cent) equal to the per share exercise price specified in such Option divided by the IPC Merger Exchange Ratio and, in the case of IXnet Options", the number of shares of Parent Common Stock subject to such Option multiplied by the IXnet Merger Exchange Ratio, rounded, if necessary, to the nearest whole share of Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) granted under equal to the per share exercise price specified in such Option divided by the IXnet Merger Exchange Ratio. (b) Neither the vesting nor the exercisability of 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 Company's Stock Plan or stock option plans agreement pursuant to which such Option was granted, as in effect on the date hereof and as limited or as adjusted pursuant to the amendments referred to in Section 4.2 hereof, each as amended (collectively2.04(a) and the Option Limitation Agreement. Notwithstanding the foregoing, the "Option Plans"), whether or not then exercisable or vested, shall be cancelled number of shares and (ii) in consideration of such cancellation, such holders of Options shall receive for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per share exercise price of such each Option and which is intended to be an "incentive stock option" (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 defined in Section 422 of the Option Price, the Option Code) shall be cancelled. The surrender adjusted in accordance with the requirements of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation Section 424 of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a)Code. (bc) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option PlansParent shall, (i) the Company shall cause the Option Plans to terminate 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 are exercised, canceled or terminated pursuant to their terms. Upon the Effective Time of the Mergers or as 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 provide for cause such registration statement(s) to remain effective (and maintain the payment of any benefit due under such Option Plans in cash; (ii) the 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 any interest in respect current status of the capital stock prospectus or prospectuses contained therein) for so long as such Options remain outstanding. (d) At least ten days prior to the Effective Time of the CompanyMergers, or for payments based on the value of the capital stock of the Company (Companies shall notify each grantee under every Stock Plan that such other plan being referred is to as an "Other Stock Plan") to terminate be assumed by Parent as of the Effective Time of the Mergers, and shall provide for that, to the payment of any benefit due under such plans in cash; and (iii) the Company shall take all action necessary extent not exercised prior to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of the CompanyMergers, the Surviving Corporation or any subsidiary thereof, each outstanding Option thereunder will be assumed by Parent and thereafter may be exercised solely to terminate all such plans. The Purchaser shall assure that the Company has the funds necessary to meet its obligations under this purchase shares of Parent Common Stock in accordance with Section 2.12(b)2.04(a) hereof.

Stock Plans. (a) The Company Board of Directors or any relevant committee thereof shall take all actions necessary to provide such that, at the Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (collectively, the "“Options") ”), whether granted under any of (i) the Company's stock option plans referred to in Section 4.2 hereofAmended and Restated Strategic Distribution, each Inc. 1996 Non-Employee Director Stock Plan, as amended (collectivelythe “Non-Employee Director Plan”), (ii) the Strategic Distribution, Inc. Amended and Restated 1990 Incentive Stock Option Plan, as amended (the “1990 Plan”), (iii) the Strategic Distribution, Inc. 1999 Incentive Stock Option Plan, as amended (the “1999 Plan” and, together with the Non-Employee Director Plan and the 1990 Plan, the "“Option Plans"”), or otherwise, and whether or not then exercisable or vested, (i) shall be cancelled become exercisable and vested at the Effective Time, (ii) shall be canceled in consideration exchange for the payment referred to in the immediately following sentence if the exercise price is less than the Per Share Amount (such Options, “In-the-Money Options”), and (iii) shall be canceled without any payment if the exercise price is less than the Per Share Amount. Promptly following the Effective Time, the Surviving Corporation shall pay to each holder of such cancellation, such holders of Options shall receive for an Option with respect to each Share subject to such In-the-Money Option an amount (subject to any applicable withholding tax) in cash equal to the product of obtained by multiplying (Ax) the excessamount, if any, of by which the Offer Price over Per Share Amount exceeds the per share exercise price of relating to such Option and In-the-Money Option, by (By) the number of Shares shares of Company Common Stock subject to such In-the-Money Option (such amount being herein referred payment to as the "Option Price"); provided, however, that the Company shall obtain all necessary consents or releases from holders be net of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be cancelled. The surrender of an Option to the Company shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. As promptly as practicable following the consummation of the Merger, the Purchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(aapplicable withholding Taxes). (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plansparties, (i) the Company shall cause the Option Plans to terminate as of the Effective Time and shall provide for the payment of any benefit due under such Option Plans in cash; (ii) the Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company, Company shall be terminated and shall have no further force or for payments based on the value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Plan") to terminate effect as of the Effective Time and shall provide for the payment of any benefit due under such plans in cash; and (iiiii) the Company shall take all action necessary to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or in any Other Stock Plan other plan, program or arrangement of the Company shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary (as defined in Section 4.3(a)) or subsidiary thereof, and to terminate all such plans. The Purchaser shall assure that of the Company has the funds necessary to meet its obligations under this Section 2.12(b)Surviving Corporation.