Common use of Termination of the Options Clause in Contracts

Termination of the Options. Optionee irrevocably agrees that effective as of the Closing, Optionee hereby cancels, forfeits and surrenders all right, title or interest in or to the Options or any equity of the Company purportedly purchasable upon exercise of the Options (but excluding any Common Stock previously purchased upon exercise of all or part of the Options), and the Options will thereupon be cancelled and terminated and treated as described in this Section 1. Effective as of the Closing, (i) each Option then held by Optionee (whether or not vested) that has a per share exercise price less than the amount to be paid per share of Common Stock to holders thereof (“Per Share Amount”) as a result of the Closing (“In the Money Options”) will be cancelled in exchange for a cash payment to be made on or as soon as practicable after the Closing Date in an amount equal to the product of (A) the excess of the Per Share Amount over such per share exercise price times (B) the number of shares of Common Stock subject to such In the Money Options (whether or not vested) immediately prior to such cancellation, and (ii) each Option then held by Optionee that has a per share exercise price that equals or exceeds the Per Share Amount will be cancelled in exchange for no consideration. Amounts payable under this Section 1 will be subject to the deductions and withholdings for taxes set forth in the Transaction Agreement.