Common use of Target Stock Options Clause in Contracts

Target Stock Options. (a) On the Closing Date, each option to purchase the Target Common Shares issued to the persons and in the amounts identified on Schedule D attached hereto, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed by, and shall be subject to, the terms and conditions set forth in the documents governing such stock options, as such documents may be amended prior to the Closing Date, except that (i) such option will be exercisable for that number of whole shares of ASPI Common Stock equal to the product of the number of shares of the Target Common Shares that were issuable upon exercise of such option immediately prior to the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and rounded up to the nearest whole number of ASPI Common Stock, and (ii) the per share exercise price for ASPI Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of the Target Common Shares at which such option was exercisable immediately prior to the Closing by the exchange ratio contained within Section 3.10(a)(ii), round to the nearest whole cent. (b) Consistent with the terms of the Target's Stock Option Plan, a copy of which is attached hereto as Schedule E, and the documents governing the outstanding options under such plan, the Amalgamation will not terminate any of the outstanding options under the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option under the Target Stock Option Plan, a document consistent with this Agreement and such option evidencing the foregoing assumption of such option by ASPI.

Target Stock Options. (ai) On the Closing Date, each option All options to purchase Target Common Stock issued and outstanding immediately prior to the Effective Time under the Target Common Shares issued to 1996 Stock Option Plan (the persons "1996 Plan"), the Target 1996 Director Option Plan (the --------- "Director Plan") and in the amounts identified on Schedule D attached heretoTarget 1993 Stock Option Plan, whether vested or unvestedas amended and restated ------------- as of April 1997, will December 1997 and June 1999 (the "1993 Plan" and, together --------- with the 1996 Plan and the Director Plan, the "Target Stock Option Plans"), and ------------------------- the Target Stock Option Plans, shall be assumed by ASPIAcquiror at the Effective Time (the options being assumed being referred to as the "Assumed Options") (it --------------- being understood that notwithstanding the assumption of the Assumed Options, Acquiror shall not be required to issue more shares pursuant to the exercise of the Assumed Options than are currently reserved under the Target Stock Option Plans, as such reserve shall be adjusted based on the Exchange Ratio). Upon the Effective Time, the Director Plan shall be terminated without further action required on the part of Acquiror or Target. (ii) At the Effective Time, the Assumed Options shall, by virtue of the Merger and without any further action at such time on the part of Target or the holder thereof, be assumed by Acquiror in accordance with this Section 1.6(d). Each such option so assumed by ASPI under this Agreement Assumed Option shall be governed bycontinue to have, and shall be subject to, the same terms and conditions set forth in the documents governing such respective Target Stock Option Plan and any applicable stock options, as such documents may be amended option agreement immediately prior to the Closing DateEffective Time, except that such Assumed Option shall be converted to an option that (iA) such option will be exercisable for that number of whole shares of ASPI Acquiror Common Stock equal to the product of the number of shares of the Target Common Shares Stock that were issuable upon exercise of such option Assumed Option immediately prior to the Closing Date Effective Time multiplied pursuant to by the exchange ratio contained within Section 3.10(a)(ii) Exchange Ratio and rounded up down to the nearest whole number of ASPI shares of Acquiror Common Stock, Stock and (iiB) the per share exercise price for ASPI the shares of Acquiror Common Stock issuable upon exercise of such assumed option Assumed Option will be equal to the quotient determined by dividing the exercise price per share of the Target Common Shares Stock at which such option Assumed Option was exercisable immediately prior to the Closing Effective Time by the exchange ratio contained within Section 3.10(a)(ii)Exchange Ratio, round rounded up to the nearest whole cent. (biii) Consistent with It is the terms intention of the Target's Stock Option Planparties that, a copy of which is attached hereto as Schedule E, and to the documents governing the outstanding options under such planextent practicable, the Amalgamation will not terminate any Assumed Options shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the outstanding Code to the extent such Assumed Options qualified as incentive stock options under immediately prior to the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the AmalgamationEffective Time. Within 15 Business Days As soon as practicable after the Closing DateEffective Time, ASPI Acquiror will issue to each person who, immediately prior to the Closing Date Effective Time was a holder of an outstanding option under the Target Stock Option PlanAssumed Option, a written document consistent with this Agreement and such option evidencing the foregoing assumption and conversion of such option Assumed Options by ASPIAcquiror pursuant to this Section 1.6(d). (iv) Other than the Assumed Options, all options, warrants, calls, rights, commitments, agreements or arrangements of any character to which Target or any Target Subsidiary is a party or by which Target or any Target Subsidiary is bound relating to the issued or unissued capital stock of Target or any Target Subsidiary or obligating Target or any Target Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Target or any Target Subsidiary or obligating Target or any Target Subsidiary to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement, shall terminate as of the Effective Time.

Target Stock Options. (a) On the Closing Date, each option to purchase the Each Target Common Shares issued to the persons and in the amounts identified on Schedule D attached heretoOption, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed bythat is unexpired, unexercised and shall be subject to, the terms and conditions set forth in the documents governing such stock options, as such documents may be amended prior to the Closing Date, except that (i) such option will be exercisable for that number of whole shares of ASPI Common Stock equal to the product of the number of shares of the Target Common Shares that were issuable upon exercise of such option outstanding immediately prior to the Closing Date multiplied pursuant Effective Time shall, without any further action on the part of any holder thereof, be terminated and cancelled at the Effective Time and shall not be assumed by Acquiror, and no Target Option shall be substituted with any equivalent option or right to purchase shares of Acquiror’s common stock. Upon cancellation thereof, each In-the-Money Vested Target Option, if any, shall be converted into and represent the right to receive, subject to and in accordance with this Section 2.6(b), an amount in cash, without interest, with respect to each share of Target Common Stock underlying such In-the-Money Vested Target Option, equal to the exchange ratio contained within Section 3.10(a)(iiexcess of (A) and rounded up to the nearest whole number of ASPI Common Stock, and Per Share Consideration over (iiB) the per share exercise price for ASPI Common Stock issuable upon exercise of such assumed Target Option (collectively, the “Option Payments”), as adjusted by the Applicable Portion of the Escrow Amount and Securityholders’ Agent Holdback Amount attributable to such option as contemplated in Sections 2.6, 2.7 and 2.11 of this Agreement. The amount of cash each holder of In-the-Money Vested Target Options is entitled to receive, if any, for such Target Options shall be rounded to the nearest cent and computed after aggregating cash amounts for all In-the-Money Vested Target Options held by the holder of such Target Options and will be equal to the quotient determined reduced by dividing the exercise price per share of the any payroll, income tax or other withholding taxes as required by Applicable Law. Target Common Shares at which such option was exercisable immediately shall, prior to the Closing by the exchange ratio contained within Section 3.10(a)(ii)Closing, round take or cause to the nearest whole cent. (b) Consistent with the terms of the Target's Stock Option Plan, a copy of which is attached hereto as Schedule Ebe taken all actions, and shall obtain all consents, as may be required to effect the documents governing treatment of Target Options pursuant to this Section 2.6(b). In the outstanding options under event that any holder of a Target Option is entitled to any Option Payment based upon the final determination that such planTarget Option is an In-the-Money Vested Target Option, the Amalgamation will not terminate any of the outstanding options under the Target's Stock Option Plan such holder shall have executed and delivered to Acquiror waivers on or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days after before the Closing Date, ASPI will issue in the form mutually agreeable to Acquiror and the Company (an “Option Acknowledgment Form”). At the Effective Time, all Unvested Target Options and Out-of-the-Money Vested Target Option shall no longer be outstanding and shall be cancelled and extinguished at the Effective Time, and each person whoholder thereof shall cease to have any rights with respect thereto, immediately prior including any present or future right to receive any portion of the Closing Date was a holder of an outstanding option under the Target Stock Option Plan, a document consistent with this Agreement and such option evidencing the foregoing assumption of such option by ASPIMerger Consideration.

Target Stock Options. (a) On At least five (5) days prior to the Closing DateEffective Time and subject to the Merger becoming effective, Target will give each person with a right to exercise an outstanding option to purchase shares of Common Stock (a “Target Option”) granted under Target’s 1995 Stock Option Plan or Target’s Amended and Restated 2004 Stock Incentive Plan (the “Target Option Plans”) a notice of the Merger, and will permit the Target Common Shares issued Options that are vested (including any vesting that is accelerated conditional upon the Closing) to be exercised contingent upon Closing. Immediately prior to the persons Effective Time, and in by operation of the amounts identified provisions of this Agreement, each outstanding Target Option or any portion thereof that remains outstanding and for which Target has not received a duly executed notice of exercise and tender of the exercise or strike price therefor (whether or not conditioned on Schedule D attached hereto, whether vested the Closing) on or unvestedprior to the date that is two (2) Business Days prior to the Closing, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed bycanceled, extinguished and shall be subject to, converted into the terms and conditions set forth right to receive in the documents governing such stock options, as such documents may be amended prior to the Closing Date, except that (i) such option will be exercisable exchange for that number each share of whole shares of ASPI Common Stock equal to the product of the number of shares of the Target Common Shares that were issuable upon exercise of such option immediately prior to the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and rounded up to the nearest whole number of ASPI Common Stock, and (ii) the per share exercise price for ASPI Common Stock issuable upon exercise of such assumed option will be Target Option, at the Effective Time, on behalf of the named holder of such Target Option (each such Target Option being a “Unexercised Option” and such amount in respect of a Target Option being the “Target Option Consideration”): (i) an amount in cash equal to the quotient determined by dividing Per Common Share Consideration, without interest; minus (ii) the exercise price per share Exercise Price. Thereafter, without impairing the rights of the former Target Option holder to receive payments of the Per Common Share Consideration to the extent set forth herein, such former Target Option holder will, as of the Effective Time, cease to have any further right or entitlement to acquire any Target Common Shares at which such option was exercisable immediately prior to Stock or any shares of Target Capital Stock or the Closing by Surviving Corporation under the exchange ratio contained within Section 3.10(a)(ii), round to the nearest whole centcancelled Target Option. (b) Consistent Upon delivery of a letter of transmittal in the form attached to this Agreement as Exhibit C with such further revisions as may be reasonably necessary to conform such agreement to this Agreement (the “Letter of Transmittal”), duly completed and validly executed in accordance with the instructions to the Letter of Transmittal, each former Target Option Holder will be entitled to receive a cash amount equal to the product of (A) the Target Option Consideration minus the applicable Per Share Pro Rata Escrow Amount and (B) the number of shares of Target Common Stock issuable upon exercise of such Target Option. Exchange Agent will, pursuant to the terms of the Exchange Agent Agreement, cause the payment described in the preceding sentence, less any amount required to be withheld pursuant to any Tax Law, to be made to the holder of such Unexercised Option by check or wire transfer (as indicated in the Exchange Agent Agreement) of immediately available funds to the account designated by such holder in the Letter of Transmittal delivered by such Target Option Holder. (c) Except as provided in this Agreement or as otherwise agreed by Acquiror and Target's Stock , the Target Option Plan, a copy of which is attached hereto as Schedule E, Plans and the documents governing the outstanding options under such any other plan, program or arrangement providing for the Amalgamation will not terminate issuance or grant of any other interest in respect of the outstanding options under the Target's Stock Option Plan or accelerate the exercisability or vesting capital stock of such options or the ASPI Common Stock which Target will be subject to those options upon ASPI's assumption terminate as of the options in Effective Time. (d) The Board of Directors (or, if appropriate, the Amalgamation. Within 15 Business Days after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option under committee administering the Target Stock Option Plan, a document consistent with Plans) of Target has adopted such resolutions and taken such actions as are necessary to carry out the terms of this Agreement and such option evidencing the foregoing assumption of such option by ASPISection 2.7.

Target Stock Options. (a) On the Closing Date, each Each option to purchase the shares of Target Common Shares Stock issued by Target and outstanding at the Effective Time (a "TARGET OPTION") pursuant to Target's Amended and Restated Directors' Stock Option Plan, Target's Amended and Restated Incentive and Nonqualified Stock Option Plan and Target's 1996 Stock Option and Incentive Plan (collectively, the persons and in the amounts identified on Schedule D attached hereto, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement "Target Stock Plans") shall be governed by, and shall be subject to, the terms and conditions set forth in the documents governing such stock options, converted into an option to purchase shares of Acquiror Common Stock as such documents may be amended prior to the Closing Date, except that follows: (i) such option will be exercisable for that The aggregate number of whole shares of ASPI Acquiror Common Stock issuable upon the exercise of the converted Target Option after the Effective Time shall be equal to the product of the Exchange Ratio multiplied by the number of shares of the Target Common Shares that were issuable upon exercise of such option immediately prior to the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and rounded up to the nearest whole number of ASPI Common Stock, and (ii) the per share exercise price for ASPI Common Stock issuable upon exercise of such assumed option will be equal the Target Option immediately prior to the quotient determined by dividing Effective Time, such product to be rounded to the nearest whole share of Acquiror Common Stock; and (ii) the exercise price per share of each converted Target Option shall be equal to the quotient of the exercise price of such Target Common Shares at which such option was exercisable Option immediately prior to the Closing Effective Time divided by the exchange ratio contained within Section 3.10(a)(ii)Exchange Ratio, round such quotient to be rounded to the nearest whole cent; PROVIDED, HOWEVER, that, in the case of any Target Option that is intended to qualify as an incentive stock option under Section 422 of the IRC, the number of shares of Acquiror Common Stock issuable upon exercise of and the exercise price per share for such converted Target Option determined in the manner provided above shall be further adjusted in such manner as Acquiror may determine to be necessary to conform to the requirements of Section 424(b) of the IRC. Options to purchase shares of Acquiror Common Stock that arise from the operation of this SECTION 1.8 shall be referred to as the "CONVERTED OPTIONS." All Converted Options shall be exercisable for the same period and shall otherwise have the same terms and conditions applicable to the Target Options that they replace. Prior to the Effective Time, Acquiror shall take, or cause to be taken, all necessary action to effect the intent of the provisions set forth in this SECTION 1.8. (b) Consistent At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Acquiror shall assume the Target Stock Plans, with the terms result that all obligations of the Target's Stock Option Plan, a copy of which is attached hereto as Schedule E, and the documents governing the outstanding options under such plan, the Amalgamation will not terminate any of the outstanding options under the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option Target under the Target Stock Option PlanPlans, including with respect to Target Options outstanding at the Effective Time, shall be obligations of Acquiror from and after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for future issuance a sufficient additional number of shares of Acquiror Common Stock to provide for the satisfaction of its obligations with respect to the Converted Options. Acquiror agrees to file and cause to become effective, no later than five business days subsequent to the Effective Time, a document consistent registration statement on Form S-8 (or any successor or other appropriate form) and make any state filings or obtain state exemptions with this Agreement respect to the Acquiror Common Stock issuable upon exercise of the Converted Options. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) at least for so long as any Converted Options or any unsettled awards granted under the Target Stock Plans after the Effective Time may remain outstanding. (d) As soon as practicable after the Effective Time, Acquiror shall deliver to the holders of Target Options appropriate notices setting forth such option holders' rights pursuant to the respective Target Stock Plans and the agreements evidencing the foregoing assumption grants of such option Target Options and that such Target Options and agreements have been assumed by ASPIAcquiror and shall continue in effect on the same terms and conditions (subject to the adjustments required by this SECTION 1.8 after giving effect to the Merger).

Target Stock Options. (a) On The Target shall take such action as shall be required so that, no later than later than eight (8) Business Days prior to the Closing DateEffective Time, the holder of each Target Option that is vested (after giving effect to any vesting acceleration occurring at the Effective Time by nature of the transactions contemplated herein), unexpired, unexercised and then outstanding shall be notified of his or her opportunity to exercise such Target Option prior to the Effective Time and participate in the Merger as a Stockholder. At the Effective Time, each option to purchase the Vested Target Common Shares issued Option that (i) is unexpired, unexercised and outstanding as of immediately prior to the persons and in the amounts identified on Schedule D attached hereto, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed byEffective Time, and shall be (ii) has a per share exercise price less than the Common Per Share Amount (an “Eligible Vested Target Option”), shall, subject to, to the terms and other conditions set forth in this Agreement, be, by virtue of the documents governing such stock optionsMerger and without any action on the part of Acquiror, as such documents may be amended prior Merger Sub, Target, the holder of the Eligible Vested Target Option or any other Person, cancelled, and each holder of an Eligible Vested Target Option shall cease to have any rights with respect thereto other than, subject to the execution and delivery to Acquiror of an Option Acknowledgement by the Closing DateOption Acknowledgement Deadline for those Persons listed on Schedule 7.27.2(z), except and for all other holders of Vested Target Options, the date that is the earlier of (iA) twenty (20) Business Days following the Closing Date and (B) December 23rd of the calendar year in which the Closing Date occurs (such option will be exercisable for that number date, the “Second Option Acknowledgement Deadline”), the right to receive on the terms of whole shares of ASPI Common Stock the Option Acknowledgment, subject to applicable withholding, (A) an amount in cash, without interest, equal to the product of (1) the aggregate number of shares of Target Capital Stock subject to such Eligible Vested Target Option multiplied by (2) the Target excess of the Common Shares that were issuable upon exercise of such option immediately prior to the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and rounded up to the nearest whole number of ASPI Common Stock, and (ii) Per Share Amount over the per share exercise price for ASPI Common Stock issuable upon exercise under such Eligible Vested Target Options, and (B) any amounts that may become payable in respect of such assumed option will Eligible Vested Target Options in the future from the Escrow Consideration or Expense Fund Amount in accordance with Section 9, if, as and when such release is required to be made as provided in this Agreement. For holders of Eligible Vested Target Options who are subject to United States taxes, for the purposes of reporting compensation income and calculating the applicable income and employment tax withholding with respect to the payments to the holders of Eligible Vested Target Options pursuant to the Option Acknowledgements, the applicable information reporting and the timing and amounts subject to income and employment tax withholding shall be based upon the amounts actually received by the holders of such Eligible Vested Target Options. For holders who are not subject to United States taxes, the immediately preceding sentence applies, except to the extent otherwise required by applicable Law. The amounts in (A)-(B) above, the “Option Cash-out Payment”. After the Effective Time, the holder of each Eligible Vested Target Option shall only be entitled to the Option Cash-Out Payment with respect to such Vested Target Option. For the sake of clarity, a Vested Target Option that has a per share exercise price equal to the quotient determined by dividing the exercise price per share or in excess of the Target Common Shares at which such option was exercisable immediately prior to the Closing Per Share Amount, or is held by a Person who does not timely execute and deliver an Option Acknowledgement by the exchange ratio contained within Section 3.10(a)(ii)Second Option Acknowledgement Deadline, round to the nearest whole centshall be canceled without any consideration. (b) Consistent At the Effective Time, all Target Options other than Eligible Vested Target Options shall be cancelled and extinguished without any consideration, the Target Incentive Plan shall be terminated and no Person shall have any contractual or other right to acquire Target Common Stock pursuant to Target Options. No Target Option shall be continued, assumed and/or substituted by Acquiror or Merger Sub. (c) The holders of all outstanding Vested Target Options with per share exercise prices less than the terms of Common Per Share Amount shall have executed and delivered to Acquiror, an acknowledgement, in the Target's Stock Option Plan, a copy of which is form attached hereto as Schedule EExhibit E (an “Option Acknowledgement”), accepting the consideration provided in Section 2.7(a) in lieu of any other consideration that might be claimed by any such holder, unconditionally and irrevocably waiving and releasing all right or claim that such holder might have or assert in respect of such consideration (other than the right to receive the Option Cash-out Payment), and acknowledging that the documents governing the outstanding options under such plan, the Amalgamation will Vested Target Options shall terminate upon and may not terminate any of the outstanding options under the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days exercised after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option under the Target Stock Option Plan, a document consistent with this Agreement and such option evidencing the foregoing assumption of such option by ASPI.

Target Stock Options. (a) On Prior to the Closing DateEffective Time, ATC and Target shall take such action as may be necessary to cause each unexpired and unexercised option to purchase the Target Common Shares issued Stock from Target or any of its Subsidiaries that is outstanding immediately prior to the persons Merger and in that will not expire if not exercised prior thereto, a true, correct and complete list of which, as of the amounts identified on Schedule D attached heretodate of this Agreement, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed by, and shall be subject to, the terms and conditions is set forth in Section 6.9 of the documents governing such stock optionsTarget Disclosure Schedule (each, as such documents may a "Target Option" and collectively, the "Target Options") to be amended prior automatically converted at the Effective Time into an option (each, an "ATC Option" and collectively, the "ATC Options") to the Closing Date, except that (i) such option will be exercisable for that purchase a number of whole shares of ASPI ATC Common Stock equal to the product of the number of shares of Target Common Stock which the holder is entitled to purchase under the Target Common Shares that were issuable upon exercise of such option immediately prior Option multiplied by the Exchange Ratio, at a price per share equal to the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and rounded up to the nearest whole number of ASPI Common Stock, and quotient obtained by dividing (iia) the per share option exercise price determined pursuant to the Target Option, by (b) the Exchange Ratio. Each ATC Option will otherwise have the same terms and conditions as the Target Option exchanged therefor, including acceleration and period of exercise, and, with respect to Target Options that are "incentive stock options" under the Code at the Effective Time, will contain such terms as are necessary to preserve such status following the conversion described herein. At the Effective Time, ATC will execute and deliver to each holder of an ATC Option a document evidencing ATC's assumptions of Target's obligations under the Target Option and all references in the stock option agreements to Target shall be deemed to refer to ATC. As of the Effective Time, ATC shall assume all of Target's obligations with respect to the Target Options as so amended and shall, from and after the Effective Time, have reserved for ASPI Common Stock issuable issuance upon exercise of the ATC Options all shares of ATC Common Stock covered thereby and shall file a Registration Statement on Form S-8 to register under the Securities Act the shares of ATC Common Stock subject to the ATC Options granted in replacement of Target Options. ATC shall take all actions reasonably necessary to maintain the effectiveness of such assumed option Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such ATC Options remain outstanding. ATC shall also use its reasonable business efforts to list, subject to official notice of issuance, all shares of ATC Common Stock subject to the ATC Options on The New York Stock Exchange and/or such other exchanges or trading markets on which the ATC Common Stock is then listed or traded. No fractional shares of ATC Common Stock will be equal issued upon the exercise of any ATC Option, and instead the exercising holder of such ATC Option shall receive cash for any fractional share amounts, based on the fair market value of the ATC Common Stock at the time of exercise. To the extent that any former holder of Target Options is terminated by ATC or its Subsidiaries other than for cause subsequent to the quotient determined by dividing Effective Time, ATC shall provide such holder with the exercise price per share opportunity to effect a broker-assisted cashless exercise, to the extent exercisable at the time of such termination, of the Target Common Shares at which ATC Options then held by such option was exercisable immediately holder prior to the Closing by expiration of such options. The foregoing provision is intended to be for the exchange ratio contained within Section 3.10(a)(ii)benefit of, round and shall be enforced by, the holders of Target Options and subject to the nearest whole cent. (b) Consistent with the terms provisions of the Target's Stock Option Plan, a copy of which is attached hereto as Schedule E, and the documents plans governing the outstanding options under such planTarget Options, the Amalgamation will not terminate any of the outstanding options under the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will their heirs and personal representatives and shall be subject to those options binding upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option under the Target Stock Option Plan, a document consistent with this Agreement ATC and such option evidencing the foregoing assumption of such option by ASPIits successors and assigns.

Target Stock Options. At the Effective Time, the Target's 1991 Stock -------------------- Plan and 2001 Stock Plan, both as amended (acollectively, the "TARGET OPTION PLANS") On the Closing Date, each option and all options to purchase Target Common Stock (each a "TARGET OPTION") then outstanding under the Target Common Shares issued to the persons and in the amounts identified on Schedule D attached hereto, whether vested or unvested, will Option Plans shall be assumed by ASPIAcquiror. (i) Each holder of Target Options shall have the opportunity, prior to the Closing, to execute an amendment to such holder's stock option agreement(s) to permit the treatment of such holder's Target Options in accordance with the provisions of this Section 2.1(c)(i) (a "Rollover Amendment"). Each such option so assumed by ASPI under this Agreement In accordance with the terms of the Rollover Amendment, the outstanding Target Options of each holder of Target Options who executes a Rollover Amendment shall be governed bycontinue to have, and shall be subject to, the same terms and conditions set forth in the documents governing such stock options, as such documents may be amended effect for that option immediately prior to the Closing DateEffective Time (after giving effect to any acceleration of such option), except that for the following adjustments to reflect the assumption by Acquiror of Target Options: (iA) such option will be exercisable for that the number of whole shares of ASPI Acquiror Common Stock equal subject to the product of each such assumed option shall be determined by multiplying the number of shares of the Target Common Shares Stock subject to that were issuable upon exercise of such option immediately prior to the Effective Time by a fraction the numerator of which is the Merger Consideration payable per share of Target Common Stock and the denominator of which is the closing trading price per share on the Nasdaq National Market of Acquiror Common Stock on the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) Date, and rounded up then rounding that number down to the nearest whole number shares of ASPI Acquiror Common Stock, and and (iiB) the per share exercise price for ASPI Common Stock issuable upon exercise of each such assumed option will shall be equal to the quotient determined by dividing multiplying the exercise price per share of the Target Common Shares Stock at which such option was is exercisable immediately prior to the Effective Time by a fraction the numerator of which is the closing trading price per share on the Nasdaq National Market of Acquiror Common Stock on the Closing by Date and the exchange ratio contained within Section 3.10(a)(ii)denominator of which is the Merger Consideration payable per share of Target Common Stock, round and then rounding that resulting dollar amount up to the nearest whole cent. (bii) The outstanding Target Options of each holder of Target Options who does not execute a Rollover Amendment shall continue to have, and be subject to, the same terms and conditions in effect for that Target Option immediately prior to the Effective Time (after giving effect to any acceleration of such option), and shall thereafter, consistent with the terms of the Target Option Plans and the documents governing the outstanding Target Options under such plans, represent the right to receive, upon payment of the exercise price, the Merger Consideration. (iii) Consistent with the terms of the Target's Stock Target Option Plan, a copy of which is attached hereto as Schedule E, Plans and the documents governing the outstanding options under such planplans, the Amalgamation will Merger shall not terminate result in the termination of any outstanding Target Options under the Target Option Plans. (iv) It is the intention of the outstanding parties that the Target Options of holders who execute a Rollover Amendment shall qualify following the Effective Time as incentive stock options under as defined in Section 422 of the Target's Stock Option Plan or accelerate Code to the exercisability or vesting of extent such options or the ASPI Common Stock which will be subject to those qualified as incentive stock options upon ASPI's assumption of the options in the Amalgamation. Within 15 Business Days after the Closing Date, ASPI will issue to each person who, immediately prior to the Closing Date was a holder of an outstanding option under Effective Time. (v) Acquiror agrees to file, as soon as possible, and in no event later than three (3) business days after the Target Stock Option PlanClosing, a document consistent registration statement on Form S-8 covering the aggregate number of shares of Acquiror Common Stock issuable upon exercise of outstanding Target Options held by holders who execute Rollover Amendments. Target shall cooperate with this Agreement and such option evidencing assist Acquiror in the foregoing assumption preparation of such option by ASPIregistration statement.

Target Stock Options. (a) On Target and Purchaser shall take all action reasonably necessary so that, immediately prior to the Closing DateEffective Time, each stock option (the "Target Stock Options") heretofore granted or granted after the date hereof in compliance with the provisions hereof under any stock option or similar plan of Target (the "Target Stock Option Plans") and outstanding immediately prior to the Effective Time shall become vested and exercisable as of the Effective Time pursuant to the terms of such Target Stock Options and shall be converted into an option to purchase the Target Common Shares issued to the persons and in the amounts identified on Schedule D attached hereto, whether vested or unvested, will be assumed by ASPI. Each such option so assumed by ASPI under this Agreement shall be governed by, and shall be subject to, the terms and conditions set forth in the documents governing such stock options, as such documents may be amended prior to the Closing Date, except that (i) such option will be exercisable for that a number of whole shares of ASPI Purchaser Common Stock (a "Converted Option") equal to the product of the number of shares of Target Common Stock subject to such Target Stock Option multiplied by twice the Exchange Ratio (provided that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share). The terms and conditions of the Converted Option shall otherwise remain the same as the terms and conditions of the Target Common Shares Stock Option, except that were issuable upon the exercise price per share of each Converted Option shall equal the exercise price per share of such option immediately prior to Target Stock Option divided by twice the Closing Date multiplied pursuant to the exchange ratio contained within Section 3.10(a)(ii) and Exchange Ratio (provided that such exercise price shall be rounded up to the nearest whole cent). Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of ASPI shares of Purchaser Common StockStock for delivery upon exercise of the Converted Options. Purchaser shall use its reasonable best efforts to cause the registration of the shares of Purchaser Common Stock subject to the Converted Options to become effective as part of the Form S-4 or a registration statement on Form S-8, on the same date as the Form S-4 is declared effective; and, thereafter, Purchaser shall file one or more registration statements on appropriate forms with respect to shares of Purchaser Common Stock subject to the Converted Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Target and Purchaser shall take all such steps as may be required to cause the transactions contemplated by this Section 1.9 and any other dispositions of Target equity securities (including derivative securities) or acquisitions of Purchaser equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Target or (ii) at the per share exercise price for ASPI Common Stock issuable upon exercise Effective Time will become a director or officer of such assumed option will be equal Purchaser to the quotient determined by dividing the exercise price per share of the Target Common Shares at which such option was exercisable immediately prior to the Closing by the exchange ratio contained within Section 3.10(a)(ii), round to the nearest whole cent. (b) Consistent with the terms of the Target's Stock Option Plan, a copy of which is attached hereto as Schedule E, and the documents governing the outstanding options become exempt under such plan, the Amalgamation will not terminate any of the outstanding options Rule 16b-3 promulgated under the Target's Stock Option Plan or accelerate the exercisability or vesting of such options or the ASPI Common Stock which will be subject to those options upon ASPI's assumption of the options in the AmalgamationExchange Act. Within 15 Business Days As soon as practicable after the Closing DateEffective Time, ASPI will issue Purchaser shall deliver or cause to be delivered to each person who, immediately prior to the Closing Date was a holder of Converted Options an outstanding option under appropriate notice setting forth such holder's rights pursuant to the Target Stock Option Plan, a document consistent with this Agreement Plan and such option agreements evidencing the foregoing assumption grants of such option by ASPIConverted Options, after giving effect to the transactions hereunder.