Common use of Stock Plans Clause in Contracts

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior to the expiration of the Offer, the Company’s Board of Directors (or, if appropriate, any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the termination or cancellation, as applicable, effective as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject Not later than the Effective Time, the Company shall take all actions necessary to Sections 2.09(bprovide that, either (i) through at the Effective Time (hor to the extent practicable, immediately prior to the time (the “Purchase Time”) inclusive at which the Purchaser consummates the purchase of tendered Shares pursuant to the Offer), each then outstanding option to purchase shares of Company Common Stock (the “Options”) granted under any of the Company’s stock option plans listed in Section 4.3 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 in exchange for the right to receive from Merger Sub or the Surviving Corporation an amount in cash in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price thereof and (y) the number of shares of Company Common Stock subject thereto (such 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 Effective Time, the right to receive Company Common Stock which has been converted into the right to receive the 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 no later than the Effective Time and, except as set forth on Company Disclosure Schedule 2.09(ain Section 2.7(c), prior to cause the expiration of the Offer, the Company’s Board of Directors (or, if appropriate, provisions in any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the termination plan, program or cancellation, as applicable, effective as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of all stock options arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), of its Subsidiaries to terminate and stock option plans have no further force or any other plan, program or arrangement providing for the issuance or grant effect as of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by ii) the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, ensure that following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Time no holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially Options or any participant in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company Plans or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person anyone other than the Person in whose name an In-the-Money Option is registered, it Purchaser shall be a condition hold or have any right to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid acquire any transfer and other taxes required by reason equity securities of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawSubsidiary thereof. (gc) The Surviving Corporation (or Substantially concurrently with the approval of this Agreement, the Compensation Committee of the Company Board will take any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold all actions with respect to the making of such payment Company’s Employee Stock Purchase Plan (the “ESPP”) as are necessary to provide that: (i) all offering periods under the CodeESPP will be immediately suspended and any contributions made for the current offering periods will be returned to ESPP participants, or and (ii) the ESPP will terminate, effective immediately as of the Purchase Time, except that all administrative and other rights and authorities granted under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid ESPP to the recipient of such payments Company, the Company Board or any committee or designee thereof shall remain in respect of which such deduction effect and withholding was made by reside with the Surviving Corporation or Company following the Paying AgentPurchase Time. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject The Company shall take all actions necessary to Sections 2.09(bprovide that, upon consummation of the Merger, (i) through each then outstanding option to purchase shares of Company Common Stock (hthe "Options") inclusive and except granted under any of the Company's stock option plans referred to in Section 4.2, each as set forth on Company Disclosure Schedule 2.09(aamended (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 canceled and (ii) in consideration of such cancellation, the Company shall pay to each such holder of an Option an amount in respect thereof equal to the product of (A) the excess, if any, of the Per Share Amount over the exercise price thereof and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes). The Company may elect at any time prior to the expiration consummation of the Offer to have the foregoing actions take effect, with respect to some or all the Options, upon consummation of the Offer, in which case the Company shall provide written notice of such action to Parent. If the Company so elects and if, upon consummation of the Offer, Purchaser shall have acquired at least 50 percent of the outstanding Shares, Parent shall as promptly as practicable following such consummation provide the Company with the funds necessary to satisfy any of the Company’s Board 's obligations that arise in connection with such acquisition of Directors Shares under (ori) this Section 2.9(a), if appropriate, (ii) any other committee thereof) shall adopt appropriate resolutions severance plans or benefits or change in control or employment agreements between the Company and take all other actions necessary to provide for the termination or cancellationany of its employees, as applicableset forth in any Schedule attached hereto, effective (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, the Company shall cause the Option Plans to terminate as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock provisions in the Offerany other plan, of all stock options program or arrangement, 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 or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and its Subsidiaries shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration deleted as of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following Company represents and warrants that all the Effective Time, make available or cause to be made available to Option Plans provide that the Paying Agent cash Company can take the actions described in amounts necessary for Section 2.9(a) without obtaining the payment consent of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which any holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving CorporationOptions. (d) As soon as reasonably practicable after Prior to the Effective Time, the Surviving Corporation Board of Directors shall cause take all commercially reasonable action to terminate the Paying Agent Company's Employee Stock Purchase Plan and to mail to return all shares of stock and cash accumulated in each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or participant's account to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interestparticipants. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (aExcept for the Option Plans, listed in Section 2.3.B(i) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on of the Company Disclosure Schedule 2.09(a), prior to the expiration of the OfferLetter, the Company’s Board Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of Directors any person. The Company has reserved 3,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Option Plans, of which (ori) 3,070,000 shares are issuable, if appropriate, any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the termination or cancellation, as applicable, effective as of the Effective Time date hereof, upon the exercise of outstanding, unexercised options granted under the Option Plans, and subject to (ii) no shares have been issued, as of the Purchaser purchasing date hereof, upon the requisite exercise of options granted under the Option Plans. Section 2.3.B.(ii) of the Company Disclosure Letter sets forth a list of all of the outstanding Company Options as of November 29, 1999, and, for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the vesting of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Additional Employee Options issued in the OfferOrdinary Course of the Company's Business after the date hereof which do not constitute a breach of Section 4.1 of this Agreement, of all stock options for the issuance there are no options, warrants, calls, rights, commitments or grant agreements of any interest in respect character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement and prior to the Closing, the Company shall not issue any Company Subsidiary (collectivelyOptions, the “Options”)Company Warrants, and stock option plans calls, rights, commitments or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of agreements obligating the Company to issue, deliver, sell, repurchase, or redeem any Company Subsidiary (Capital Stock or debt for borrowed money convertible to Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the “Stock Plans”)Company. Subject to Sections 2.09(b) through (h) inclusive Except as contemplated hereby, and except as set forth on in Section 2.3.B(iii) of the Company Disclosure Schedule 2.09(a)Letter, immediately prior to the Effective Timethere are no voting trusts, each such Option (whether vested proxies, or unvested) shall no longer be exercisable and shall be cancelled other agreements or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations understandings with respect to the payment voting stock of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective TimeCompany. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject The Company shall use its reasonable best efforts to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior to the expiration of the Offer, the Company’s Board of Directors (or, if appropriate, any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for that, at the termination 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 3.2, each as amended (collectively, the "Option Plans") or granted otherwise, whether or not then exercisable or vested, shall be canceled and (ii) in consideration of such cancellation, Merger Sub shall (or shall cause the Surviving Corporation to) pay to such holders of Options an amount in cash in respect thereof equal to the product of (A) the excess, if any, of the Cash Election Price over the exercise price thereof and (B) the number of shares of Company Common Stock subject thereto (such payment to be net of applicable 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 applicableother shares of Company Common Stock, effective 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 subject to the Purchaser purchasing the requisite shares of Common Stock provisions in the Offerany other plan, of all stock options program or arrangement, providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled terminated and have no further force or terminated without any payment therefor. (b) Prior to the expiration effect as of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by ii) the Company (subject shall use all reasonable best efforts to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, ensure that following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Time no holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially Options or any participant in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company Plans or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be anyone otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason right to acquire any equity securities of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawsubsidiary thereof. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior Prior to the expiration mailing of the OfferProxy Statement, the Company’s Board ----------- of Directors of the Company (or, if appropriate, any other committee thereofadministering the Stock Plans (as defined below)) shall adopt appropriate such resolutions and or take all such other actions necessary as may be required to provide for effect the termination or cancellation, as applicable, effective as following: (a) Adjust the terms of the Effective Time and subject all outstanding employee stock options to the Purchaser purchasing the requisite purchase shares of Company Common Stock in ("Company Stock Options") granted under either the Offer, Company's Restated 1982 Incentive Stock Option Plan or the Company's Stock Option Plan of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary 1993 (collectively, the “Options”"Option Plans") to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, whether or not then exercisable, shall be cancelled and thereafter the former holder thereof shall be entitled by having held such Company Stock Option only to a payment from the Surviving Corporation (subject to any applicable withholding taxes) equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Stock Option and (ii) the excess of $27.00 over the exercise price per share of Company Common Stock subject to such Company Stock Option, payable in cash immediately following the Effective Time; provided, however, that, at the request of any -------- ------- person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), any such amount to be paid shall be paid as soon as practicable after the first date payment can be made without liability for such person under Section 16(b) of the Exchange Act. (b) Except as provided herein or as otherwise agreed to in writing by Parent, the Option Plans, the Company's Employee Stock Purchase Plan, as amended (the "Stock Purchase Plan"), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary subsidiary (collectively, the “"Stock Plans”). Subject to Sections 2.09(b") through (h) inclusive and except shall terminate as set forth on Company Disclosure Schedule 2.09(a), immediately prior to of the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at Company shall ensure that following the Effective Time and subject to no holder of a Company Stock Option nor any participant in any of the Purchaser purchasing the requisite shares of Common Stock in the Offer, of Plans shall have any options right thereunder to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time any equity securities of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior Prior to the expiration of the OfferEffective Time, the Company’s Board of Directors (or, if appropriate, any other committee thereof) Company shall adopt appropriate resolutions and take all other actions necessary to provide that, at the Effective Time, 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 listed in Section 3.2 of the Company Disclosure Letter, each as amended (collectively, the "Incentive Plans"), or granted other than pursuant to such Incentive Plans, whether or not then exercisable or vested, shall be cancelled in exchange for the termination right to receive, within ten (10) business days following the Effective Time, from the Surviving Corporation, an amount in cash in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Option (such payment to be net of applicable withholding Taxes, if any). (b) Except as provided herein or cancellationas otherwise agreed to by the parties and to the extent permitted by the Incentive Plans, as applicable, effective (i) the Company shall cause the Incentive Plans to terminate as of the Effective Time and subject to cause the Purchaser purchasing the requisite shares of Common Stock provisions in the Offer, of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company to terminate and have no further force or effect as of the Effective Time and (ii) the Company shall ensure that following the Effective Time no holder of Options or any participant in the Incentive Plans or anyone other than Parent shall hold or have any right to acquire any equity securities of the Company Subsidiary 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 Plans”)subject to vesting and transfer or other restrictions ("Restricted Stock") shall become fully vested and all restrictions on such shares shall lapse. Subject Pursuant to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(aSection 1.6(a), immediately prior 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 such Option outstanding right to receive Company Common Stock pursuant to a restricted stock unit, stock unit award or stock appreciation right granted under any Incentive Plans that is subject to restrictions (whether vested performance-based, time-based, or unvestedotherwise) (each, a "Restricted Stock Unit Award") shall terminate and be of no longer be exercisable and shall be cancelled further value unless all applicable performance or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations criteria with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (Restricted Stock Unit has been satisfied prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery As of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver each such Restricted Stock Unit Award which has not lapsed immediately prior to the Surviving Corporation Effective Time and for which all cashapplicable performance or vesting criteria has been satisfied, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person settled in respect shares of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or Company Common Stock in accordance with the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making terms of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying AgentRestricted Stock Unit Award. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except As soon as set forth on Company Disclosure Schedule 2.09(a), prior to practicable following the expiration date of the Offerthis Agreement, the Company’s Board of Directors of the Company (or, if appropriate, any other committee thereof) administering the Stock Plans), shall adopt appropriate such resolutions and or take all such other actions necessary as are required to provide for adjust the termination or cancellation, as applicable, effective as terms of the Effective Time and subject all outstanding stock options to the Purchaser purchasing the requisite purchase shares of Common Stock in the Offer("Stock Options") heretofore granted under any stock option, of all stock options for the issuance program or grant of any interest in respect of the capital stock arrangement of the Company or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “"Stock Plans”). Subject ") to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), provide that each Stock Option outstanding immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any acceptance for payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject pursuant to such In-the-Money Options and the Offer, whether or not vested, shall be canceled in exchange for a cash payment by Sub within five business days of the day shares of Common Stock are purchased pursuant to the Offer, an amount equal to (bi) the excess, if any, of (x) the Merger Consideration price per share of Common Stock to be paid pursuant to the Offer over (y) the exercise price per share of Common Stock subject to such In-the-Money Options Stock Option, multiplied by (ii) the number of shares of Common Stock for which such Stock Option may then be exercised (the "Option Consideration"). (b) All amounts payable hereunder being referred 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 shall be necessary to effectuate the “In-the-Money Option Cash Payment(s)”), without payment foregoing. Notwithstanding anything to the Company contrary contained in this Agreement, payment shall, at Parent's request, be withheld in respect of the exercise price under such In-the-Money Options. The Company’s obligations any Stock Option with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Timeany holder until all necessary consents with respect to such holder are obtained. (c) The Surviving Corporation shallStock Plans shall terminate as of the Effective Time of the Merger, and the provisions in any other employee benefit, stock or other plan of the Company providing for the issuance, transfer or grant of any capital stock of the Company, any interest in respect of any capital stock of the Company, or any amounts derived from the value of any capital stock of the Company shall be deleted as of the Effective Time of the Merger, and the Company shall ensure that following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment Time of the aggregate In-the-Money Merger no holder of a Stock Option Cash Payments under Section 2.09(b) or any participant in any Stock Plan or other Company Plan shall have any right thereunder to which holders acquire any capital stock of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, Company or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on The Company Disclosure Schedule 2.09(a), prior to the expiration of the Offer, the Company’s Board of Directors (or, if appropriate, any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for that, at the termination Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (a "Company Option"), whether granted under any of the Company's stock option plans referred to in Section 3.14, each as amended (collectively, the "Stock Plans"), or cancellationotherwise, and whether or not then exercisable or vested, shall be canceled and (ii) the Surviving Entity shall pay to such holders of Company Options an amount in cash with respect to each such Company Option equal to the product obtained by multiplying (A) the amount, if any, by which the Merger Consideration exceeds the exercise price relating to such Company Option, by (B) the number of shares of Company Common Stock subject thereto (such payment to be net of applicable withholding taxes). The aggregate amount to be paid pursuant to clause (ii) with respect to all Company Options (assuming that the Merger Consideration is $12.50) is $1,132,774. Prior to the Effective Time and contingent upon the consummation of the Merger, the Company shall 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 Options prior to the 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 applicableof November 30, effective 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 otherwise agreed to by the parties, (i) the Company shall cause the Stock Plans to terminate as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock provisions in the Offerany other plan, of all stock options program or arrangement, providing for the issuance or grant by the Company of any interest in respect of the shares of beneficial interest of the Company shall be terminated and have no further force or effect as of the Effective Time and (ii) the Company shall ensure that following the Effective Time no holder of Company Options or any participant in the Stock Plans or anyone otherwise shall have any right to acquire any equity securities or other interest in respect of the capital stock of the Company Company, the Surviving Entity or any Company Subsidiary (collectively, the “Options”as defined herein), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject The Company shall take all actions necessary to Sections 2.09(bprovide that, upon consummation of the Merger, (i) through each then outstanding option to purchase shares of Company Common Stock (hthe "Options") inclusive and except granted under any of the Company's stock option plans referred to in Section 4.2, each as set forth on Company Disclosure Schedule 2.09(aamended (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 canceled and (ii) in consideration of such cancellation, the Company shall pay to each such holder of an Option an amount in respect thereof equal to the product of (A) the excess, if any, of the Per Share Amount over the exercise price thereof and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes). The Company may elect at any time prior to the expiration consummation of the Offer to have the foregoing actions take effect, with respect to some or all the Options, upon consummation of the Offer, in which case the Company’s Board Company shall provide written notice of Directors (orsuch action to Parent. If the Company so elects and if, if appropriateupon consummation of the Offer, any other committee thereof) Purchaser shall adopt appropriate resolutions and take all other actions have acquired at least 90 percent of the outstanding Shares, Parent shall as promptly as practicable following such consummation provide the Company with the funds necessary to provide for satisfy its obligations under this Section 2.9(a). (b) Except as provided herein or as otherwise agreed to by the termination or cancellationparties, as applicable, effective the Company shall cause the Option Plans to terminate as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock provisions in the Offerany other plan, of all stock options program or arrangement, 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 or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and its Subsidiaries shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration deleted as of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following Company represents and warrants that all the Effective Time, make available or cause to be made available to Option Plans provide that the Paying Agent cash Company can take the actions described in amounts necessary for Section 2.9(a) without obtaining the payment consent of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which any holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving CorporationOptions. (d) As soon as reasonably practicable after Prior to the Effective Time, the Surviving Corporation Board of Directors shall cause take all commercially reasonable action to terminate the Paying Agent Company's Employee Stock Purchase Plan and to mail to return all shares of stock and cash accumulated in each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or participant's account to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interestparticipants. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject Without limiting the generality or effect of Section 2.6 or 2.7 and notwithstanding the provisions hereof applicable to the Rights, the Company 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, each holder of a then-outstanding option to purchase Shares under any of the Company's stock option plans described in Section 3.3 (the "Stock Option Plans"), whether or not then exercisable (the "Options"), will, in settlement thereof, receive from the Company for each Share subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per Share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as, the "Option Consideration") and that all Options will be terminated and thereafter represent only the right to receive the Option Consideration; provided, however, that with respect to 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 Consideration will be paid with respect to any Option unless, at or prior to the 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. The Company will cooperate with Parent in developing and taking any actions reasonably designed to minimize the exercise of Options by the holders thereof prior to the Offer Completion Date. (b) Without limiting the generality or effect of Sections 2.09(b) through (h) inclusive 2.6 or 2.7 and except as set forth on Company Disclosure Schedule 2.09(a)notwithstanding the provisions hereof applicable to Rights, prior to the expiration of the OfferEffective Time, the Company’s Board Company will use its reasonable best efforts to obtain all necessary consents or releases from holders of Directors (or, if appropriate, any other committee thereof) shall adopt appropriate resolutions Options under the Stock Option Plans and take all such other actions lawful action as may be necessary to provide for give effect to the termination or cancellationtransactions contemplated by this Section 2.8. Except as otherwise agreed to by the parties, as applicable, effective (i) the Stock Option Plans will terminate as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock provisions in the Offer, of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except thereof will be canceled as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by ii) the Company (subject shall use its best efforts to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, assure that following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially Time no participant in the form attached hereto as Exhibit A (“Stock Option Cancellation Agreement”)Plans or other plans, together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company programs or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment arrangements shall have paid any transfer and other taxes required by reason right thereunder to acquire any equity securities of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable any Subsidiary thereof and to terminate all such plans and any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat Options or similar Lawother Rights thereunder. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior to the expiration of the Offer, the Company’s The Board of Directors (or, if appropriate, or any other relevant committee thereof) thereof shall adopt appropriate resolutions and take all other actions necessary to provide for the termination or cancellationsuch that, as applicable, effective as of at the Effective Time and subject Time, each then outstanding option to the Purchaser purchasing the requisite purchase shares of Company Common Stock in the Offer, of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), whether granted under (i) the Amended and stock option plans Restated Strategic Distribution, Inc. 1996 Non-Employee Director Stock Plan, as amended (the “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 become exercisable and vested at the Effective Time, (ii) shall be canceled in 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 an Option with respect to each In-the-Money Option an amount in cash equal to the product obtained by multiplying (x) the amount, if any, by which the Per Share Amount exceeds the per share exercise price relating to such In-the-Money Option, by (y) the number of shares of Company Common Stock subject to such In-the-Money Option (such payment to be net of applicable withholding Taxes). (b) Except as otherwise agreed to by the parties, (i) the Company shall cause the Option Plans to terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable terminated and shall be cancelled have no further force or terminated without any payment therefor. (b) Prior to the expiration effect as of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by ii) the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, ensure that following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Time no holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially Options or any participant in the form attached hereto as Exhibit A (“Option Cancellation Agreement”)Plans or any other plan, together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf program or arrangement of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason right to acquire any equity securities of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person Subsidiary (as defined in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereofSection 4.3(a)) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as subsidiary of the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying AgentCorporation. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on The Company Disclosure Schedule 2.09(a), prior to the expiration of the Offer, the Company’s Board of Directors (or, if appropriate, any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for that, at the termination Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (a “Company Option”), whether granted under any of the Company’s stock option plans referred to in Section 3.14, each as amended (collectively, the “Stock Plans”), or cancellationotherwise, and whether or not then exercisable or vested, shall be canceled and (ii) the Surviving Entity shall pay to such holders of Company Options an amount in cash with respect to each such Company Option equal to the product obtained by multiplying (A) the amount, if any, by which the Merger Consideration exceeds the exercise price relating to such Company Option, by (B) the number of shares of Company Common Stock subject thereto (such payment to be net of applicable withholding taxes). The aggregate amount to be paid pursuant to clause (ii) with respect to all Company Options (assuming that the Merger Consideration is $12.50) is $1,132,774. Prior to the Effective Time and contingent upon the consummation of the Merger, the Company shall 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 Options prior to the 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 applicableof November 30, effective 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 otherwise agreed to by the parties, (i) the Company shall cause the Stock Plans to terminate as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock provisions in the Offerany other plan, of all stock options program or arrangement, providing for the issuance or grant by the Company of any interest in respect of the shares of beneficial interest of the Company shall be terminated and have no further force or effect as of the Effective Time and (ii) the Company shall ensure that following the Effective Time no holder of Company Options or any participant in the Stock Plans or anyone otherwise shall have any right to acquire any equity securities or other interest in respect of the capital stock of the Company Company, the Surviving Entity or any Company Subsidiary (collectively, the “Options”as defined herein), and stock option plans or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior Prior to the expiration of the OfferEffective Time, the Company’s Board of Directors (or, if appropriate, any other committee thereof) Company shall adopt appropriate resolutions and take all other actions necessary to provide that, at the Effective Time, 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 listed in Section 3.2 of the Company Disclosure Letter, each as amended (collectively, the “Incentive Plans”), or granted other than pursuant to such Incentive Plans, whether or not then exercisable or vested, shall be cancelled in exchange for the termination right to receive, within ten (10) business days following the Effective Time, from the Surviving Corporation, an amount in cash in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Option (such payment to be net of applicable withholding Taxes, if any). (b) Except as provided herein or cancellationas otherwise agreed to by the parties and to the extent permitted by the Incentive Plans, as applicable, effective (i) the Company shall cause the Incentive Plans to terminate as of the Effective Time and subject to cause the Purchaser purchasing the requisite shares of Common Stock provisions in the Offer, of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (collectively, the “Options”), and stock option plans or any other plan, program or arrangement providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company to terminate and have no further force or effect as of the Effective Time and (ii) the Company shall ensure that following the Effective Time no holder of Options or any participant in the Incentive Plans or anyone other than Parent shall hold or have any right to acquire any equity securities of the Company Subsidiary 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 (“Stock PlansRestricted Stock”)) shall become fully vested and all restrictions on such shares shall lapse. Subject Pursuant to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(aSection 1.6(a), immediately prior 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 such Option outstanding right to receive Company Common Stock pursuant to a restricted stock unit, stock unit award or stock appreciation right granted under any Incentive Plans that is subject to restrictions (whether vested performance-based, time-based, or unvestedotherwise) (each, a “Restricted Stock Unit Award”) shall terminate and be of no longer be exercisable and shall be cancelled further value unless all applicable performance or terminated without any payment therefor. (b) Prior to the expiration of the Offer, the Company’s Board of Directors (or any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the automatic acceleration of vesting and the conversion, effective at the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company (subject to any applicable withholding taxes), through the Paying Agent, equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such In-the-Money Options (such amounts payable hereunder being referred to as the “In-the-Money Option Cash Payment(s)”), without payment to the Company of the exercise price under such In-the-Money Options. The Company’s obligations criteria with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on consummation of the Merger at the Effective Time. (c) The Surviving Corporation shall, following the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments pursuant to Section 2.09(b), as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of the Company with respect to an In-the-Money Option, to the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record holder of such In-the-Money Option. The Company (Restricted Stock Unit has been satisfied prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery As of an Option Cancellation Agreement to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver each such Restricted Stock Unit Award which has not lapsed immediately prior to the Surviving Corporation Effective Time and for which all cashapplicable performance or vesting criteria has been satisfied, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person settled in respect shares of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) The Surviving Corporation (or any Affiliate thereof) or Company Common Stock in accordance with the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Section 2.09 such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making terms of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying AgentRestricted Stock Unit Award. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.

Stock Plans. (a) Subject The Company shall use reasonable efforts (without incurring any liability in connection therewith) to Sections 2.09(bprovide that, at the Effective Time, (i) through each then outstanding option to purchase shares of Company Common Stock (hthe "Options") inclusive and except as set forth on Company Disclosure Schedule 2.09(a), prior to the expiration granted under any of the OfferCompany's stock option plans referred to in Section 4.2 hereof, the Company’s Board of Directors (or, if appropriate, any other committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the termination or cancellation, each as applicable, effective as of the Effective Time and subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of all stock options for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary amended (collectively, the “Options”"Option Plans"), and stock option plans whether or any other plannot then exercisable or vested, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Company Subsidiary (the “Stock Plans”). Subject to Sections 2.09(b) through (h) inclusive and except as set forth on Company Disclosure Schedule 2.09(a), immediately prior to the Effective Time, each such Option (whether vested or unvested) shall no longer be exercisable and shall be cancelled or terminated without any payment therefor. and (bii) Prior to the expiration in consideration of the Offersuch cancellation, the Company’s Board such holders of Directors (or any other committee thereof) Options shall adopt appropriate resolutions and take all other actions necessary to provide receive for the automatic acceleration of vesting and the conversion, effective at the Effective Time and each Share subject to the Purchaser purchasing the requisite shares of Common Stock in the Offer, of any options to acquire shares of Common Stock with such Option an exercise price that is less than the Offer Price, both vested and unvested, and which are outstanding at the time of the commencement of the Offer (“In-the-Money Option(s)”), into the right, in full settlement thereof, to receive a payment in cash by the Company amount (subject to any applicable withholding taxes), through the Paying Agent, tax) in cash equal to the product of (a) the total number of shares of Common Stock subject to such In-the-Money Options and (bA) the excess, if any, of the Merger Consideration Common Per Share Amount over the per share exercise price per share of Common Stock such Option and (B) the number of Shares subject to such In-the-Money Options Option (such amounts payable hereunder amount being herein referred to as as, the “In-the-Money "Option Cash Payment(sPrice")”); 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, without payment the Option shall be cancelled. The surrender of an Option to the Company of the exercise price under such In-the-Money Options. The Company’s obligations with respect to the payment of the In-the-Money Option Cash Payments shall be conditioned on 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 at Merger, the Effective TimePurchaser shall provide the Company with the funds necessary to satisfy its obligations under this Section 2.12(a). (cb) The Surviving Corporation shallExcept as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, following (i) the Company shall cause the Option Plans to terminate as of the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary Time and provide for the payment of the aggregate In-the-Money Option Cash Payments under Section 2.09(b) to which holders of such rights shall be entitled at the Effective Time. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. Any net profits resulting from, or interest or income produced by, such investments shall be payable as directed by the Surviving Corporation. (d) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an In-the-Money Option a copy of an Option Cancellation Agreement, substantially in the form attached hereto as Exhibit A (“Option Cancellation Agreement”), together with a letter (which shall be in a form and have such other provisions as the Surviving Corporation may reasonably specify) including instructions for effecting the surrender of the Option Cancellation Agreements in exchange for the In-the-Money Option Cash Payments Price pursuant to Section 2.09(b)2.12(a) hereof, as applicable. No In-the-Money Option Cash Payment will be made by the Paying Agent on behalf of and (ii) the Company with respect shall take all action necessary to an In-the-Money Option, to ensure that following the holder thereof until receipt by the Company or the Paying Agent, as applicable, of an Option Cancellation Agreement with respect to the related In-the-Money Option, properly completed and signed by the record Effective Time no holder of such In-the-Money Option. The Company (prior to the Effective Time), and the Surviving Corporation (after the Effective Time), shall be required to deliver to the Paying Agent all such executed Option Cancellation Agreements promptly after receipt. Upon proper delivery of an Option Cancellation Agreement to the Paying Agent Options or to such other agent or agents as may be appointed by the Surviving Corporation, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Option Cancellation Agreement shall be entitled to receive any participant in exchange therefor the amount of the In-the-Money Option Cash Payment pursuant to Section 2.09(b), without interest. (e) If any payment pursuant to this Section 2.09 is to be made to a Person other than the Person in whose name an In-the-Money Option is registered, it shall be a condition to such payment that the Option Cancellation Agreement so delivered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment Plans shall have paid any transfer and other taxes required by reason right thereunder to acquire any equity securities of such payment in a name other than that of the registered holder of the In-the-Money Option or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. (f) Promptly following the date which is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated by this Section 2.09, and the Paying Agent’s duties shall terminate. Thereafter, each holder of an In-the-Money Option canceled pursuant to this Section 2.09 shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any In-the-Money Option Cash Payment that may be payable upon due surrender of an Option Cancellation Agreement, duly completed and executed. Notwithstanding the foregoing, none of Parent, Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawsubsidiary thereof. (gc) The Surviving Corporation None of the parties to this Agreement shall take any action to deprive any employee or director of the Company of the benefits of (or any Affiliate thereofi) the consideration payable with respect to Options in accordance with Section 2.12(a) or the Paying Agent shall be entitled to deduct and withhold from (ii) the consideration otherwise that would have been payable pursuant with respect to this 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 2.09 2.12(b) above, such amounts as 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 the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Coderelating thereto, based directly or under any provision of stateindirectly, local or foreign tax Lawon Section 16. To the extent that amounts are so withheld by Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient of such payments in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying AgentARTICLE III. (h) All In-the-Money Option Cash Payments shall be deemed to have been paid in full satisfaction of all rights pertaining to the respective In-the-Money Options.