Common use of Termination of Equity-Based Compensation Clause in Contracts

Termination of Equity-Based Compensation. No Options will be issued under the Company Option Plans after the date of the Original Agreement, and, effective as of November 1, 2000, any offering of shares of Company Common Stock pursuant to the Company's 1997 Employee Stock Purchase Plan has been terminated (and the Company's Board of Directors have taken the necessary action to cause such termination). Unless otherwise determined by Newco, any provision in any other Benefit Plan providing for the potential issuance, transfer or grant of any capital stock of the Company or any interest, or release of restrictions, in respect of any capital stock of the Company shall be terminated as of the Effective Time. The Company shall ensure that, following the date of the Original Agreement, unless otherwise determined by Newco (and except as contemplated by the Securities Purchase Agreement), no holder of an Option, restricted stock or derivative security or any participant in the Company Stock Option Plans or other Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation, other than shares of Company Common Stock issued or issuable upon exercise of Options that were issued and outstanding on the date of the Original Agreement. No participant in the Company Stock Option Plans shall be entitled to receive any other payment or benefit thereunder except as provided in Section 1.11 and this Section 5.8 (or pursuant to the Securities Purchase Agreement).

Termination of Equity-Based Compensation. No Options ---------------------------------------- will be issued under the Company Option Plans after the date of the Original Agreementhereof, and, effective as of November 1, 20002001, any offering of shares of Company Common Stock pursuant to the Company's 1997 Employee Stock Purchase Plan has been terminated (and the Company's Board of Directors have taken the necessary action to cause such termination). Unless otherwise determined by Newco, any provision in any other Benefit Plan providing for the potential issuance, transfer or grant of any capital stock of the Company or any interest, or release of restrictions, in respect of any capital stock of the Company shall be terminated as of the Effective Time. The Company shall ensure that, following the date of the Original this Agreement, unless otherwise determined by Newco (and except as contemplated by the Securities Purchase Agreement)Newco, no holder of an Option, restricted stock or derivative security or any participant in the Company Stock Option Plans or other Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation, other than shares of Company Common Stock issued or issuable upon exercise of Options that were are issued and outstanding on the date of the Original Agreementhereof. No participant in the Company Stock Option Plans shall be entitled to receive any other payment or benefit thereunder except as provided in Section 1.11 and this Section 5.8 (or pursuant to the Securities Purchase Agreement).

Termination of Equity-Based Compensation. No Options will be issued under the Company Option Plans after the date of the Original Agreementhereof, and, effective as of November 1, 20002001, any offering of shares of Company Common Stock pursuant to the Company's 1997 Employee Stock Purchase Plan has been terminated (and the Company's Board of Directors have taken the necessary action to cause such termination). Unless otherwise determined by Newco, any provision in any other Benefit Plan providing for the potential issuance, transfer or grant of any capital stock of the Company or any interest, or release of restrictions, in respect of any capital stock of the Company shall be terminated as of the Effective Time. The Company shall ensure that, following the date of the Original this Agreement, unless otherwise determined by Newco (and except as contemplated by the Securities Purchase Agreement)Newco, no holder of an Option, restricted stock or derivative security or any participant in the Company Stock Option Plans or other Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation, other than shares of Company Common Stock issued or issuable upon exercise of Options that were are issued and outstanding on the date of the Original Agreementhereof. No participant in the Company Stock Option Plans shall be entitled to receive any other payment or benefit thereunder except as provided in Section 1.11 and this Section 5.8 (or pursuant to the Securities Purchase Agreement).

Termination of Equity-Based Compensation. No Options ---------------------------------------- will be issued under the Company Option Plans after the date of the Original Agreement, and, effective as of November 1, 2000, any offering of shares of Company Common Stock pursuant to the Company's 1997 Employee Stock Purchase Plan has been terminated (and the Company's Board of Directors have taken the necessary action to cause such termination). Unless otherwise determined by Newco, any provision in any other Benefit Plan providing for the potential issuance, transfer or grant of any capital stock of the Company or any interest, or release of restrictions, in respect of any capital stock of the Company shall be terminated as of the Effective Time. The Company shall ensure that, following the date of the Original Agreement, unless otherwise determined by Newco (and except as contemplated by the Securities Purchase Agreement), no holder of an Option, restricted stock or derivative security or any participant in the Company Stock Option Plans or other Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation, other than shares of Company Common Stock issued or issuable upon exercise of Options that were issued and outstanding on the date of the Original Agreement. No participant in the Company Stock Option Plans shall be entitled to receive any other payment or benefit thereunder except as provided in Section 1.11 and this Section 5.8 (or pursuant to the Securities Purchase Agreement).