Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

Treatment of Company Options. Prior to the Effective Time, the Company Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate (including amendment of any equity plan or award agreement evidencing the grant of a Company Option, accelerating the vesting of any Company Option, and providing advance notice and an opportunity to exercise any Company Option) to provide that, at immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (the “Company Options”), under any stock option plan of the Company, including the 2004 Long-Term Incentive Plan, 2005 Equity Incentive Plan or the 2007 Equity Award Plan, or any other plan, agreement or arrangement (the “Company Stock Option shall become fully vested and Plans”), whether or not then exercisable and or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall shall, subject to its delivery to the Company of a duly executed option termination agreement with respect to Company Options granted under the 2004 Long-Term Incentive Plan, be entitled to receive, in consideration of the cancellation of such cancellationCompany Option and in full settlement therefor, payments a payment in cash (subject to any applicable withholding or other Taxes or other amounts required by applicable Law to be withheldwithheld in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of shares of Common Stock Shares previously subject to such Company Option multiplied by and (ii) the amount by which the Option In-The-Money Amountexcess, calculated as if any, of the Effective Time and recalculatedMerger Consideration over the exercise price per Share previously subject to such Company Option; provided, that if applicable, in connection with the exercise price per share under any recalculation of such Company Option is equal to or greater than the Common Merger Consideration, exceeds the exercise price of then such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Stock Option shall be referred to as an “Option Payment”, and the aggregate of all cancelled without any cash payment being made in respect thereof (such amounts payable hereunder shall be being referred to as the “Option Payments”). At or prior to From and after the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the any such cancelled Company Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Payment.

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereofa) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or Immediately prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect except as set forth on Section 4.02 of the Option Payments based on Disclosure Schedule, the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any will cause any unvested Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments vest in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Accounttheir entirety. At the Effective Time, all Company Options outstanding and unexercised immediately prior to the Effective Time, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, will be assumed by Tuatara, and each such Company Option Plans shall be terminated converted into a stock option (each, a “Converted Option”) to purchase shares of Surviving Pubco Common Stock. Each such Converted Option as so assumed and no converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Effective Time (including vesting (if applicable), expiration date and exercise provisions), except that, as of the Effective Time, each such Converted Option as so assumed and converted shall be exercisable for that number of shares of Surviving Pubco Common Stock determined by multiplying the number of Company Shares subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent; provided that the exercise price and the number of shares of Surviving Pubco Common Stock purchasable under each Converted Option shall be determined in a manner intended to be consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided further that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Surviving Pubco Common Stock purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that is intended to satisfy the requirements of Section 424(a) of the Code. As of the Effective Time, all Company Options shall no longer be granted thereunder. The Company will use commercially reasonable efforts to cause outstanding and each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Converted Options shall be subject cease to have any rights with respect to such holder’s execution and delivery of such agreement Company Options, except as set forth in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”this Section 4.02(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board of Directors of the Company (or, if appropriate, any committee thereof) shall will adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at : (i) immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (the “Company Options”), under any employee, consultant or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including the Company’s Amended and Restated 2005 Stock Incentive Plan and the Company’s 2014 Equity Incentive Award Plan, (the “Company Stock Option Plans”), whether or not then exercisable or vested, will vest (in the case of a Company Option shall become fully vested that is subject to a performance-based vesting condition, vesting will be determined in accordance with the terms and exercisable conditions applicable to the award) and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall will only be entitled to receive, in consideration of the cancellation of such cancellationCompany Option and in full settlement therefor, payments a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) of an amount equal to the product of (iA) the total number of shares of Common Stock Shares previously subject to such Company Option multiplied by and (iiB) the amount by which the Option In-The-Money Amountexcess, calculated as if any, of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds Consideration over the exercise price of per Share previously subject to such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be being referred to as the “Option Payments”. At or prior to ); (ii) from and after the Effective Time, Parent any such cancelled Company Option will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall will only entitle such holder to the payment of the Option Payment; and (iii) if the exercise price per Share of any such Company Option is equal to or greater than the Merger Consideration or, in the case of a Company Option that is subject to a performance-based vesting condition, to the extent the applicable performance-based vesting condition has not been satisfied as of immediately prior to the Effective Time and such portion of the Company Option Payments in accordance with this Section 2.6(d), which for is not required (pursuant to the avoidance of doubt includes terms and conditions applicable to the right award) to receive payments become vested in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At transactions contemplated by this Agreement, such Company Option shall be cancelled immediately prior to the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the Time without any payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement being made in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)respect thereof.

Treatment of Company Options. Prior As of immediately prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Merger Effective Time, each unexpired vested and unexercised unvested Company Option that is outstanding other than an Underwater Option shall become fully vested and exercisable in full and shall, to the extent not exercised as of the Company Merger Effective Time, be canceled and shall be cancelled and, in exchange therefor, each former entitle the holder thereof to receive at the Company Merger Effective Time the positive amount of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash Consideration (subject to any applicable withholding or other Taxes required by applicable Applicable Law to be withheld, which withholding shall first be applied against the cash portion of the Option Consideration) equal attributable to such Company Option; provided, however, that the cash portion of such Option Consideration shall be payable solely from cash provided to the Exchange Agent by Parent (and not, for the avoidance of doubt, by Parent External Adviser); provided, further, that the foregoing shall in no way reduce the amount of Option Consideration payable in respect of a Company Option under this Agreement, it being understood and agreed that notwithstanding anything herein to the contrary, the Total Cash Consideration in respect of each Company Option shall be the same amount as the product of (i) the total Cash Consideration as defined in Section 2.2(a)(ii) without reduction and (ii) the number of shares of Company Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Company Merger Effective Time. Following the Company Merger Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the any such canceled Company Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by for Company Common Stock and shall entitle the former holder thereof, but shall of such canceled Company Option only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d)Consideration, which for shall be paid as soon as practicable following the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Company Merger Effective Time, all Company . Any Underwater Option Plans shall be terminated canceled and shall terminate at the Company Merger Effective Time with no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)consideration paid therefor.

Treatment of Company Options. Prior to the Effective Time, the Board (i) As of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired outstanding and unexercised option to purchase Shares (each, a “Company Option shall become fully Option”), or portion thereof, granted under each stock option or other equity plan of the Company (each, a “Company Stock Plan”) to the extent it is vested and exercisable and or becomes vested as of the Effective Time (each, a “Vested Company Option”) shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such cancellationVested Company Option and in settlement therefor, payments a payment in cash (subject to any all applicable withholding or other Taxes required by applicable Law to be withheldLaw) of an amount equal to the product of (i1) the total number of shares of Common Stock previously Shares subject to such Vested Company Option multiplied by immediately prior to such cancellation and (ii2) the amount by which the Option In-The-Money Amountexcess, calculated as if any, of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds Consideration over the exercise price of per Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Vested Option Payments”). Notwithstanding the foregoing and for the avoidance of doubt, without duplication to the extent the per share exercise price for the shares of any amounts previously paid to holders Company Common Stock that would have been issuable upon exercise of such Vested Company Options in accordance herewith). Any such amount payable hereunder with respect Option is greater than or equal to any the Merger Consideration, the Vested Company Option shall be referred to as an “terminated and cancelled at the Effective Time and no Vested Option Payment”, and the aggregate of all such amounts payable hereunder Payment shall be referred to as the “Option Payments”made. At or prior to From and after the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the any such cancelled Vested Company Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Vested Option Payment, if any. The Vested Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account shall be paid by Parent or the Equityholders’ Representative Escrow Account. At Surviving Corporation as soon as practicable (and in any event within five (5) Business Days) following the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)without interest.

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at At the Effective Time, each unexpired and unexercised outstanding option to purchase Shares under the Company’s Stock Plan (a “Company Option Option”), whether vested or unvested, shall become fully vested and exercisable cease to represent an option to purchase Shares and shall be cancelled andconverted into an option (a “Parent Option”) to purchase a number of shares of common stock of Parent, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash par value $0.01 per share (subject to any applicable withholding or other Taxes required by applicable Law to be withheld“Parent Common Stock”) equal to the product (rounded down to the nearest whole number) of (i) the total number of shares of Common Stock previously Shares subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the amount by which Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of the Shares subject to such Company Option In-The-Money Amount, calculated as of immediately prior to the Effective Time and recalculateddivided by (ii) the Equity Award Exchange Ratio; provided, if applicablehowever, in connection with any recalculation of the Common Merger Consideration, exceeds that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Parent Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid converted to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Parent Option shall be referred determined in accordance with the foregoing, subject to such adjustments as an “are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and as set forth in Section 4.3(a) of the Company Disclosure Schedule, following the Effective Time, each Company Option Payment”, converted to Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the aggregate of all such amounts payable hereunder shall be referred to as the “corresponding Company Option Payments”. At or immediately prior to the Effective Time. For the purposes of this Agreement, “Equity Award Exchange Ratio” means the Per Share Merger Consideration divided by the volume weighted average of the closing sale prices per share of Parent will make available Common Stock on the NYSE, as reported in the New York City edition of The Wall Street Journal (or, if not reported thereby, as reported in another authoritative source) on each of the five full consecutive trading days ending on and including the third Business Day prior to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Date.

Treatment of Company Options. (i) Prior to the Effective TimeClosing, the Company’s Board of Directors of (the “Company (or, if appropriate, any committee thereofBoard”) shall will adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, that each unexpired and unexercised Company Option stock option (a “Company Option”) that is outstanding immediately prior to the Effective Time shall become fully 100% vested and exercisable and shall may be exercised or, if not exercised will be cancelled. After such resolutions have been adopted by the Company Board, prior to the Closing, the Company will provide a notice to the holders of the Company Options apprising them that all Company Options that are unexercised as of immediately prior to the Effective Time will be cancelled andin accordance with the Company’s 2011 Equity Incentive Plan, as amended through the date hereof (the “Option Plan”), which notice shall include a copy of this Agreement and the required Support Agreement. Subject to the execution of a Support Agreement in exchange thereforthe form attached hereto as Exhibit F (“Support Agreement”) and delivery of such executed Support Agreement to Xxxxxx, Purchaser or the Paying Agent, each former holder of any such cancelled Vested Company Option shall will be entitled to receive, paid by the Surviving Corporation in consideration of the cancellation of such cancellationVested Company Option and in settlement therefor, payments an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Law Legal Requirements to be withheldwithheld or otherwise paid by the Company) equal to the product of (iA) the total number of shares of Company Common Stock with respect to which such Vested Company Option was vested as of immediately prior to the Effective Time, after giving effect to any acceleration of vesting of such Vested Company Option in connection with the transactions contemplated by this Agreement, and (B) the excess of the Common Stock Per Share Amount over the exercise price per share of the Company Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Vested Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option PaymentsConsideration”); provided that a portion of each such amount will be withheld from such Company Holder as part of the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder complies with the exchange procedures set forth herein and those determined by the Purchaser. At or prior When the Option Consideration and any amounts payable out of the Escrow Fund to the Effective Time, Parent will make available holder of a cancelled Vested Company Option become due and payable to the Surviving Corporation the cash to be delivered in respect a holder of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any cancelled Vested Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments (whether in accordance with this Section 2.6(dAgreement or the Escrow Agreement), which for the avoidance of doubt includes the right Surviving Corporation shall promptly cause such amounts to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject disbursed to such holderholder through the Surviving Corporation’s execution and delivery payroll system, net of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)applicable Tax withholding.

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) No Company Options shall be assumed, substituted or continued by Buyer or the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds or the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith)other transactions contemplated hereby. Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or Immediately prior to the Effective Time, Parent will make available each Vested Company Option shall be cancelled and converted automatically into the right to receive, with respect to each share of Company Common Stock subject thereto, (u) at the Surviving Corporation the cash to be delivered Effective Time, an amount, without interest, in respect of each share of Company Common Stock issuable upon the exercise in full of such Vested Company Option, equal to the excess of (A) Per Share Merger Consideration, without interest, over (B) the applicable per share exercise price of such Vested Company Option, (v) the contingent right to receive disbursements of Adjustment Escrow Cash with respect to such share of Company Common Stock issuable upon the exercise in full of such Vested Company Option Payments (based on the calculation such Company Optionholder’s Pro Rata Share of the released amount), without interest, in each case in accordance with Section 2.8, (w) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Common Merger Consideration at Stock issuable upon the Effective Time exercise in full of such Vested Company Option (based on such Company Optionholder’s Pro Rata Share of the “Closing released amount), without interest, in accordance with Section 2.8(e), (x) the contingent right to receive cash disbursements required to be made in connection with the Indemnification Payment (if any) with respect to such share of Company Common Stock issuable upon the exercise in full of such Vested Company Option Payments”(based on such Company Optionholder’s Pro Rata Share of the Indemnification Payment), without interest, in accordance with Section 6.22(b), and (y) the contingent right to receive cash disbursements required to be made in connection the release of the Stockholder Representative Expense Amount (if any) with respect to such share of Company Common Stock issuable upon the exercise in full of such Vested Company Option (based on such Company Optionholder’s Pro Rata Share of the released amount), without interest, in accordance with Section 8.1(b)(iii). Option Payments following the Effective Time Such payments in respect of any such Vested Company Options that are Employee Options shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any such Vested Company Options shall no longer be exercisable by through the former holder thereof, but shall only entitle such holder to the payment payroll processing system of the applicable Option Payments Surviving Corporation in accordance with standard payroll practices net of applicable Tax withholding and deductions, and such payments in respect of any such Vested Company Options that are Non-Employee Options shall be paid to the Paying Agent for further payment to such the holders of such Non-Employee Options; provided, that, as a condition to payment of any amount owed to the holders of Vested Company Options that are Non-Employee Options, each such holder must have first delivered to the Paying Agent a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8, as applicable. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option held by a Company Optionholder pursuant to this Section 2.6(d2.1(b)(i), which for (x) all shares of Company Common Stock issuable upon the avoidance exercise in full of doubt includes the right Vested Company Options held by each such Company Optionholder shall be aggregated, and (y) the amount of cash to receive payments be paid to each such Company Optionholder shall be rounded down to the nearest whole cent. To the extent the vesting of a Company Option is accelerated by action of the Company (and not automatically in connection accordance with any Excess Payment or any release its terms due to the occurrence of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all ) and such Company Option Plans shall be terminated and no further becomes a Vested Company Options shall be granted thereunder. The Option (an “Accelerated Option”), then, in addition to any documents such Company will use commercially reasonable efforts Optionholder must provide pursuant to cause each holder of Company Options this Section 2.1(b)(i), as a condition to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery any amount owed in respect of such agreement Accelerated Option, such Company Optionholder (an “Accelerated Optionholder”) shall provide a release to the Buyer Released Parties in substantially the form attached hereto as Exhibit D provided in Section 10.14 (such agreement, an the “Option Holder LetterOptionholder Release”).

Treatment of Company Options. Prior to (i) At the Merger Effective Time, the Board of Directors of New PubCo shall assume the Company (orEquity Plan, if appropriateand all references to “Company” in the Company Equity Plan and the documents governing the Company Equity Plan after the Merger Effective Time will be deemed references to New PubCo, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide thateach Company Option, at the Effective Timewhether vested or unvested, each unexpired that is outstanding and unexercised as of immediately prior to the Contribution Effective Time shall automatically cease to represent the right to purchase Company Option shall become fully vested and exercisable Ordinary Shares and shall be cancelled and, canceled and extinguished in exchange thereforfor an option to purchase New PubCo Ordinary Shares (each, each former holder a “Rollover Option”) in an amount and at an exercise price determined as follows: (A) the number of any such cancelled New PubCo Ordinary Shares subject to the Company Option shall will be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously Company Ordinary Shares subject to such Company Option immediately prior to the Contribution Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share and (iiB) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for per share will be equal to the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or exercise price per share immediately prior to the Contribution Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent. Each Rollover Option shall, from and after the Merger Effective Time, Parent will make available have, and shall be subject to, the same terms and conditions as applied to the Surviving Corporation the cash to be delivered in respect of the corresponding Company Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject immediately prior to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further . No Company Options shall be granted thereunder. The Company will use commercially reasonable efforts permitted to cause each holder of Company Options to enter into a written agreement effectuating be exercised between the foregoing, Contribution Effective Time and the payment Merger Effective Time. Prior to the Closing, the Company Parties shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan (and the underlying grant, award or similar agreements) to give effect to the provisions of this Section 3.2(f); and no less than five (5) Business Days prior to the Option Payment Closing Date, the Company Parties shall provide to each holder SPAC copies of Company Options all such necessary or appropriate actions and a meaningful opportunity to provide comments, which comments will be considered in good faith. No grants shall be subject made pursuant to such holder’s execution and delivery of such agreement the Company Equity Plan on or after the Contribution Effective Time except with respect to the Forfeited Options (as described below in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”Section 3.2(f)(ii)).

Treatment of Company Options. Prior As of the Effective Time, each Company Option (whether or not vested) that is outstanding and that is not designated as a Rollover Option Award prior to the Effective Time, in the Board of Directors of form and manner agreed by the Company (orand Parent, if appropriate, any committee thereof) shall adopt appropriate resolutions be canceled and take all other actions necessary and appropriate shall entitle the holder thereof to provide that, at receive in exchange therefore as soon as practicable following the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments an amount in cash (subject to any applicable withholding or other Taxes or other amounts required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Company Common Stock previously subject to such Company Option multiplied (determined as if all performance conditions have been achieved at the greater of (x) the target level and (y) actual performance through the date of the latest practicable date prior to the Closing Date, as determined by the compensation committee of the board of directors of the Company in its discretion (the “Company Compensation Committee”)) and (ii) the amount by which the Option In-The-Money Amountexcess, calculated as if any, of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds over the exercise price per share of Company Common Stock underlying such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option PaymentsCash Payment”). At or As of the Effective Time, each Company Option that is outstanding and designated prior to the Effective Time, in the form and manner agreed by the Company and Parent, as a Rollover Option Award, shall be substituted for options of Parent will make available (“Substituted Parent Option Award”) to purchase a number of Class A units of Parent having an exercise price and value, in each case on the Surviving Corporation the cash to be delivered date of grant, as determined in respect a manner which complies with Sections 424 and 409A of the Option Payments based on the calculation of the Common Merger Consideration at Code, as applicable. Following the Effective Time (Time, the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by and shall entitle the former Company Option holder thereof, but shall only entitle such holder to the payment Option Cash Payment or the Substituted Parent Option Award, as applicable, which, in the case of the applicable Option Payments Cash Payment, shall be paid as of, or promptly following, the Effective Time (but in accordance with this Section 2.6(d)no event later than the fifth (5th) Business Day following the Closing Date) or, which for in the avoidance case of doubt includes the right to receive payments in connection with any Excess Payment or any release Substituted Parent Option Award, shall be issued as of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

Treatment of Company Options. Prior to Each outstanding Company Option held by an individual (the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof“Cashed-Out Options”) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, be canceled at the Effective Time, each unexpired Time and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled converted into the right to receive, in consideration of such cancellation, payments receive an amount in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of obtained by multiplying (iA) the total aggregate number of shares of Company Common Stock previously subject to for which such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of was vested and exercisable immediately prior to the Effective Time (after giving effect to any accelerated vesting provisions thereof) and recalculated(B) the excess, if applicableany, in connection with any recalculation of the Per Share Common Merger Consideration, exceeds Amount less the exercise price per share of such Company Option (for the avoidance “Option Consideration”) after which it shall be cancelled and extinguished. If (X) the Per Share Common Amount does not exceed the per share exercise price of doubteach outstanding Company Option or (Y) the Company Option is not vested and does not otherwise vest under the terms of an agreement existing as of the date hereof, without duplication of any amounts previously paid to holders of then such Company Options in accordance herewith). Any Option (or the portion thereof that is not vested) shall be deemed canceled and extinguished, with no further rights to the holder thereof (the “Cancelled Options”) and such amount payable hereunder with respect to any Company Option shall not be referred deemed a Cashed-Out Option. The Company shall take all necessary action to as an “provide for the cancellation of each Company Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d1.6(h). Following receipt of a Letter of Transmittal and surrender of each agreement representing any Cashed-Out Options pursuant to Section 1.11(a)(ii), which for the avoidance of doubt includes Company shall promptly pay the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment applicable portion of the Option Payment Consideration to each holder of the eligible Company Options Option Holders, which amount shall be subject paid by the Company to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “applicable Company Option Holder Letter”)through its payroll system on a special payroll run on the Closing Date. No interest shall accrue or be paid on the Option Consideration payable with respect to any Cashed-Out Options. In no event shall any Cashed-Out Option or Cancelled Option be assumed by Parent.

Treatment of Company Options. Prior to At the Effective TimeClosing, without any action on the Board of Directors part of the Company (or, if appropriateCompany, any committee thereof) shall adopt appropriate resolutions and take all holder of Company Options, or any other actions necessary and appropriate to provide that, at the Effective TimePerson, each unexpired and unexercised outstanding option to purchase Company Option shall become fully Capital Stock (whether vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheldunvested) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or that has not been exercised prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Company Options”) shall be cancelled and terminated. Upon the cancellation and termination thereof, each holder of Company Options, all of whom are listed on Annex A-2 (each, an “Optionholder” and, collectively, the “Optionholders”), shall be entitled to receive payment in the amount set forth opposite such Optionholder’s name on Annex A-3 (each such payment amount, an “Option PaymentsPayment”). The Option Payments following the Effective Time shall be made on or about paid pursuant to the same datesOptionholders’ respective Option Cancellation Agreements. In addition to the Option Payment, each Optionholder shall be entitled to receive (x) such Optionholder’s Pro Rata Percentage of (i) any adjustment amount due to be paid to Securityholders pursuant to Section 2.5(e), (ii) any portion of the Securityholder Expense Escrow Amount due to be released to the Securityholders pursuant to this Agreement and the Escrow Agreement, and subject (iii) any portion of the Primary Indemnification Escrow Amount due to be released to the same termsSecurityholders pursuant to this Agreement and the Escrow Agreement, as payments and (y) such Optionholder’s Allocable Share of any portion of the Merger Consideration Special Indemnification Escrow Amount due to be released to the holders Non-ESOP Securityholders pursuant to this Agreement and the Escrow Agreement. For the avoidance of Company Capital Stock. Any doubt, all Company Options that are “out of the money” shall no longer be exercisable by automatically terminated effective as of the former holder thereofClosing without any consideration being paid therefor. Notwithstanding the foregoing, but neither Buyer nor the Company shall only entitle be obligated to pay any Option Payment to any Optionholder unless and until such holder has duly executed and delivered to the payment Company an Option Cancellation Agreement. All amounts to be paid to an Optionholder pursuant to this Section 2.6 shall be paid net of any Taxes or other amounts required to be deducted or withheld under applicable Legal Requirements and any such deducted or withheld amounts shall also be deemed to be part of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans and shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder treated for all purposes of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject this Agreement as having been paid to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Optionholder.

Treatment of Company Options. Prior (i)Prior to the Effective TimeClosing, the Company’s Board of Directors of (the “Company (or, if appropriate, any committee thereofBoard”) shall will adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, that each unexpired and unexercised Company Option stock option (a “Company Option”) that is outstanding immediately prior to the Effective Time shall become fully 100% vested and exercisable and shall may be exercised or, if not exercised will be cancelled. After such resolutions have been adopted by the Company Board, prior to the Closing, the Company will provide a notice to the holders of the Company Options apprising them that all Company Options that are unexercised as of immediately prior to the Effective Time will be cancelled andin accordance with the Company’s 2011 Equity Incentive Plan, as amended through the date hereof (the “Option Plan”), which notice shall include a copy of this Agreement and the required Support Agreement. Subject to the execution of a Support Agreement in exchange thereforthe form attached hereto as Exhibit F (“Support Agreement”) and delivery of such executed Support Agreement to Cooley, Purchaser or the Paying Agent, each former holder of any such cancelled Vested Company Option shall will be entitled to receive, paid by the Surviving Corporation in consideration of the cancellation of such cancellationVested Company Option and in settlement therefor, payments an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Law Legal Requirements to be withheldwithheld or otherwise paid by the Company) equal to the product of (iA) the total number of shares of Company Common Stock with respect to which such Vested Company Option was vested as of immediately prior to the Effective Time, after giving effect to any acceleration of vesting of such Vested Company Option in connection with the transactions contemplated by this Agreement, and (B) the excess of the Common Stock Per Share Amount over the exercise price per share of the Company Common Stock previously subject to such Vested Company Option multiplied (the “Option Consideration”); provided that a portion of each such amount will be withheld from such Company Holder as part of the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder complies with the exchange procedures set forth herein and those determined by (ii) the amount by which Purchaser. When the Option In-The-Money AmountConsideration and any amounts payable out of the Escrow Fund to the holder of a cancelled Vested Company Option become due and payable to a holder of cancelled Vested Company Options (whether in accordance with this Agreement or the Escrow Agreement), calculated the Surviving Corporation shall promptly cause such amounts to be disbursed to such holder through the Surviving Corporation’s payroll system, net of applicable Tax withholding. (ii)Except as provided in this Agreement or as otherwise agreed by Purchaser and the Company, each Company Option, the Option Plan and any other plan, program or arrangement providing for the issuance or grant of any interest in respect of Company Common Stock, will be terminated by the Company as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option Time. (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewithd). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereofa) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at At the Effective Time, each unexpired and unexercised Vested Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated that is outstanding as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about canceled and extinguished and converted into the same datesright to receive, and subject to Section 2.11, (i) the same termsOption Per Share Closing Consideration multiplied by the number of shares of Company Common Stock underlying the Vested Company Option (provided that the aggregate Option Per Share Closing Consideration payable to any Vested Optionholder shall be calculated after aggregating all shares of Company Common Stock subject to Vested Company Options held by such Vested Optionholder, as payments rounding the aggregate Option Per Share Closing Cash Consideration payable in respect of the Merger Consideration such Vested Company Options down to the holders nearest whole cent and rounding the aggregate Option Per Share Closing Stock Consideration payable in respect of Company Capital Stock. Any such Vested Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder down to the payment nearest whole share of the applicable Option Payments in accordance with this Section 2.6(dParent Stock), which for the avoidance of doubt includes (ii) the right to receive payments a portion of the Adjustment Amount, if any, payable to the Indemnitors in connection accordance with any Excess Payment or any release of funds Section 2.08(b)(vii), (iii) the right to receive distributions, if any, from the General Indemnity Escrow Account or Fund in accordance with Article 10 and the Equityholders’ Representative Escrow AccountAgreement and (iv) the right to receive distributions, if any, of the Securityholder Expense Fund pursuant to Section 11.01(c) (collectively, the “Vested Option Consideration”). At Payments of the Vested Option Consideration to current and former employees of the Acquired Companies shall be remitted through the payroll system of the Surviving Company. The Option Per Share Closing Consideration payable to Vested Optionholders under this Section 2.06(a) shall be paid as soon as administratively practicable, but in no event more than four (4) Business Days, following the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

Treatment of Company Options. (i) Prior to the Effective TimeClosing, the Company’s Board of Directors of (the “Company (or, if appropriate, any committee thereofBoard”) shall adopt have adopted appropriate resolutions and take taken all other actions necessary and appropriate to provide that, at the Effective Time, that each unexpired and unexercised Company stock option (a “Company Option”) may be exercised or cancelled in accordance with this Section 2.6(c). After such resolutions have been adopted by the Company Board, prior to the Closing, the Company shall provide a notice to the holders of Company Options apprising them of the opportunity to exercise or cancel their options (the “Notice to Option Holders”). Any holder of Company Options that exercises such Company Options prior to the Closing, will receive shares of Company Common Stock in accordance with the terms of such Company Option and such holder’s shares of Company Common Stock will be converted at the Effective Time pursuant to the provisions of Section 2.6(b) along with the other holders of Company Common Stock. To the extent that any holder elects to cancel any Company Option, such holder shall become fully vested indicate such election pursuant to a certificate attached to the Notice to Option Holders (an “Option Cancellation Certificate”) delivered to the Company prior to the Effective Time (which will be forwarded by the Company to Parent), and exercisable and such Company Option shall be cancelled effective as of immediately prior to the Effective Time, and, in exchange therefor, each former holder of any such cancelled Company Option that has vested as of immediately prior to the Closing shall be entitled to receivepaid by Parent at Closing, in consideration of the cancellation of such cancellationCompany Option and in settlement therefor, payments an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Law Legal Requirements to be withheldwithheld or otherwise paid by the Company, including any fringe benefit tax) equal to the product of (iA) the total number of shares of vested Company Options with an exercise price that is less than the Common Stock Per Share Amount (such shares the “In-the-Money Option Shares”) previously subject to such Company Option and (B) the excess, if any, of the Common Stock Per Share Amount (calculated using Estimated Merger Consideration and not Merger Consideration, and without giving effect to the deposit of the Escrow Fund as described in Section 2.11) less the exercise price per share of Company Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Option.

Treatment of Company Options. Prior to Notwithstanding the Effective Timeforegoing, the Board of Directors of Parent and the Company shall use commercially reasonable efforts to cause (orx) the Letter of Transmittal to be made available to each holder of Company Stock Certificate and Book-Entry (if applicable), if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Non-Employee Option shall become fully vested and exercisable and shall be cancelled andHolder, in exchange thereforeach case, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash and (y) such Person’s Letter of Transmittal to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, reviewed and subject processed prior to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all such that, so long as the Payment Agent receives the Letter of Transmittal by the deadline set forth in the Letter of Transmittal and such Person continues to hold the Company Option Plans shall Capital Stock or Company Options, as applicable, described in the Letter of Transmittal as of immediately prior to the Effective Time, such Person will be terminated paid the payment in cash described in Sections 1.5 (Conversion of Shares) and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder 1.6 (Treatment of Company Options Options), as applicable, with respect to enter into a written agreement effectuating such Letter of Transmittal on the Closing Date. Notwithstanding the foregoing, in the event that any Non-Employee Option Holder fails to deliver a duly executed Letter of Transmittal by the deadline set forth therein, the Company shall provide the Payment Agent such information with respect to such Non-Employee Option Holder as requested by the Payment Agent, and upon receipt of such information by the Payment Agent such Non-Employee Option Holder will be paid the payment of the Option Payment to each holder in cash described in Sections 1.6 (Treatment of Company Options Options). All consideration paid upon the surrender of Company Stock Certificates or Book-Entries (or affidavits of loss in lieu thereof as set forth in this Section 1.10(a)) in accordance with the terms hereof shall be subject deemed to such holder’s execution and delivery have been paid in full satisfaction of such agreement in all rights pertaining to the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)shares of Company Capital Stock represented thereby. No interest will be paid or accrued on any amount payable for shares of Company Capital Stock pursuant to this Section 1.

Treatment of Company Options. Prior Parent shall not assume any Company Options, and at the Effective Time each Company Option outstanding immediately prior to the Effective Time shall become immediately vested and shall without any action on the part of the Parent, the Company or the holder thereof, be cancelled and converted into and shall become a right to receive, without interest, Merger Consideration as follows: (x) the Cash Component of the Merger Consideration less the Option Exercise Price; and (y) the Stock Component of the Merger Consideration, reduced by all applicable withholding taxes pursuant to Section 2.6(e) herein (the “Option Consideration”). The aggregate number of shares of Parent Common Stock issuable and the amount of cash payable to each Cashed-Out Company Optionholder in respect of the Option Consideration shall be rounded to the nearest whole number of shares of Parent Common Stock and nearest whole cent, respectively; provided, however, that the maximum number of shares of Parent Common Stock issuable pursuant to the Merger shall not exceed the Merger Shares and the maximum amount of cash payable pursuant to the Merger shall not exceed the Merger Cash. The Company agrees to take all action necessary to effect this cancellation of Company Options upon the Effective Time, the Board of Directors of the including but not limited to, adopting all resolutions, giving all notices, obtaining consents from each Cashed-Out Company (or, if appropriate, Optionholder and taking any committee thereof) shall adopt appropriate resolutions and take all other actions which are reasonably necessary and or appropriate to provide that, at effectuate this Section 2.6(b). “Cashed-Out Company Optionholders” shall mean the Effective Time, each unexpired and unexercised holders of Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Options whose Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, Options are canceled in connection with any recalculation the right to receive a portion of the Common Merger Option Consideration, exceeds . “Option Exercise Price” shall mean the amount payable to the Company upon exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to (whether vested or unvested) that are outstanding as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

Treatment of Company Options. Prior to (i) At the Effective Time, and notwithstanding anything to the Board of Directors contrary set forth in the Company Equity Plan or any agreements or other agreements relating to the Company Options, each then outstanding and unexercised vested Company Option shall, by virtue of the Company (orFirst Merger, if appropriatebe immediately canceled, any committee thereof) shall adopt appropriate resolutions terminated and take all other actions necessary and appropriate to provide that, at extinguished as of the Effective Time, each unexpired Time and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former the holder of any each such cancelled Company Option shall be entitled to receive, subject to Section 1.5, in consideration full satisfaction of the rights of such cancellationholder with respect thereto, payments in cash (subject with respect to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product each share of (i) the total number of shares of Company Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time: (A) the Per Seller Closing Consideration for the holder of such Company Option, Parent will make available provided that such Per Seller Closing Consideration is being paid with respect to such Company Option and all other Company Securities held by such holder, collectively and not on a per-share or per-Company Security basis, without duplication; (B) the Per Seller Indemnity ADSs for the holder of such Company Option, provided that such Per Seller Indemnity ADSs are being issued with respect to such Company Option and all other Company Securities held by such holder, collectively and not on a per-share or per-Company Security basis, without duplication, and provided further that such Indemnity ADSs are subject to Release from Indemnity in accordance with Section 1.7(f) and ARTICLE VII; (C) when, if and to the Surviving Corporation extent payable hereunder, each Per Share Milestone Payment; (D) when, if and to the cash extent payable hereunder, the Per Share Surplus Amount; (E) when, if and to the extent payable hereunder, the Per Share Reserve Release Amount, and (F) when, if and to the extent payable hereunder, the Per Share Special Payment Amount, subject in each case (A) through (F) to applicable Tax withholdings and other source deductions, in accordance with Section 1.9. Notwithstanding the foregoing, no consideration shall be delivered payable hereunder in respect of the any Out-of-the-Money Option, and each then outstanding Out-of-the-Money Option Payments based on the calculation shall, by virtue of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time First Merger, be canceled and terminated without any exercise or conversion thereof or payment of any cash or other property or consideration therefor and shall be made on or about the same datescease to exist shall, and subject to the same terms, as payments by virtue of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer First Merger, be exercisable by the former holder thereof, but shall only entitle such holder to the canceled and terminated without any exercise or conversion thereof or payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right any cash or other property or consideration therefor and shall cease to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)exist.

Treatment of Company Options. Prior (a) Immediately prior to the Effective Time, the Board of Directors of the each Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired Option that is outstanding and unexercised Company Option shall become fully vested and exercisable and in full. At the Effective Time, each In-the-Money Option (other than a Rollover Option) shall be cancelled and terminated, and, in exchange thereforupon the cancellation and termination thereof, converted into the right to receive for each former holder share of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Class A Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of immediately prior to the Effective Time and recalculated(such aggregate amount, the "Company Option Consideration"): (i) an amount of cash, without interest, equal to the excess, if applicableany, in connection with any recalculation of the Common Merger Considerationsum of (x) the Per Share Closing Cash Payment Amount, exceeds plus (y) the Per Share Closing Parent Stock Amount, minus the exercise price of such Company Option (the "Net Option Payment"), plus (ii) the Per Share Adjustment Surplus Amount, if any. Promptly (and, in any case, within two (2) Business Days after the Closing Date), each holder of Company Options as of immediately prior to the Effective Time shall be entitled to receive from the Surviving Entity the applicable Net Option Payment for each share of Company Stock underlying such In-the-Money Options less any required withholding of Taxes under applicable Legal Requirements. Promptly after the date on which the Per Share Adjustment Surplus Amount, if any, is determined to be payable to the Securityholders (and in no event later than the next regularly scheduled payroll period), Parent shall, or shall cause the Surviving Entity to, disburse the amounts due to the former holders of such In-the-Money Options pursuant to clauses (i) and (ii) above, less any required withholding of Taxes under applicable Legal Requirements. For the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to at the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the any Company Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing that is not an In-the-Money Option Payments”). or Rollover Option Payments following the Effective Time shall be made on or about the same dates, cancelled and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)without consideration.

Treatment of Company Options. Prior to the Effective Time, the Board (i) Unless otherwise agreed in writing between Parent and any holder of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide thatOptions, at the Effective Time, each unexpired then outstanding option to purchase Shares (a “Company Option”), that is vested or that vests upon the occurrence of the Effective Time in accordance with its terms as of the date of this Agreement, shall, automatically and unexercised Company Option shall become fully vested and exercisable and shall without any action on the part of the holder thereof, be cancelled andand converted into the right to receive from the Surviving Corporation, as promptly as practicable following the Effective Time but in exchange thereforno event later than the Company’s first (1st) payroll date that is at least ten (10) Business Days following the Effective Time, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments an amount in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheldwithout interest) equal to the product of (i) the total number of shares of Common Stock previously Shares subject to such Company Option Options immediately prior to the Effective Time multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculatedexcess, if applicableany, in connection with any recalculation of (A) the Common Merger Consideration, exceeds Consideration over (B) the exercise price per Share of such Company Option (for the avoidance “Option Consideration”). Unless otherwise agreed to in writing between Parent and the applicable holder of doubtCompany Options, at the Effective Time, each then outstanding Company Option held by the individuals listed in Section 4.3(a)(i) of the Company Disclosure Schedule, representing all of the participants in the Company’s Change in Control Plan, effective January 25, 2023 (the “CIC Plan” and participants in the CIC Plan, “CIC Plan Participants”) that is unvested and does not vest by its terms as in effect on the date of this Agreement upon the occurrence of the Effective Time shall automatically be cancelled and converted into a contingent right to receive (x) a cash payment, without duplication interest (a “Contingent Cash Award”), equal to 70% of any amounts previously paid the Option Consideration with respect to holders of such Company Options in accordance herewith)Option and (y) the number of non-voting common units of Parent (or any parent company of Parent) (a “Contingent Unit Award”) having a capital value at the Effective Time equal to 30% of the Option Consideration with respect to such Company Option. Any such amount payable hereunder with With respect to any Company Option the vesting of which is subject to stock price performance hurdles, (i) such stock price performance hurdles will be deemed to have been satisfied to the extent the Merger Consideration exceeds the applicable performance hurdle and (ii) any tranches of performance-vesting options whose performance hurdles exceed the Merger Consideration shall automatically be forfeited at the Effective Time. Contingent Cash Awards and Contingent Unit Awards shall be referred subject to as an “the same terms and conditions that applied to the underlying Company Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective TimeTime except that such Contingent Cash Awards and Contingent Unit Awards shall be settled in cash and common units, Parent will make available to respectively, on the next regularly scheduled payroll date of the Surviving Corporation or the cash applicable Subsidiary following the applicable vesting dates. Each Company Option (whether vested or unvested and whether held by CIC Plan Participants or non-CIC Plan Participants) for which the exercise price per Share is equal to be delivered in respect of or greater than the Option Payments based on the calculation of the Common Merger Consideration shall automatically be cancelled at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the without payment of the applicable Option Payments in accordance with this Section 2.6(d)consideration and, which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective TimeCIC Plan Participants, all Company Option Plans shall will not be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter converted into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Contingent Cash Award or Contingent Unit Award.

Treatment of Company Options. Prior Except as set forth in Section 3.05 of the Company Disclosure Letter, prior to the Effective Timedate which is two Business Days prior to the Initial Expiration Date, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all actions and shall obtain all necessary consents and releases from all of the holders of all the outstanding stock options and other actions necessary and appropriate rights to purchase Common Stock (the "OPTIONS") heretofore granted under any stock option plan of the Company or otherwise (the "STOCK PLANS"), to (i) provide thatfor the cancellation, effective at the Effective Time, subject to the Cash Payment (as defined below), if any, being made, of all Options; (ii) provide for the cancellation, effective at the Effective Time, subject to the cash payments provided for in this Section 3.05 being made, of all rights under the Company's Employee Stock Purchase Plan; (iii) terminate, as of the Effective Time, the Stock Plans, the Company's Employee Stock Purchase Plan and 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 Affiliate thereof (collectively with the Stock Plans, referred to as the "STOCK INCENTIVE PLANS") and (iv) amend, as of the Effective Time, the provisions of any Plan (as defined in Section 4.12(a) hereof) providing for the issuance, transfer or grant of any capital stock of the Company or any such Affiliate, or any interest in respect of any capital stock of the Company or any such Affiliate, to provide no continuing rights to acquire, hold, transfer or grant any capital stock of the Company or any such Affiliate or any interest in the capital stock of the Company or any such Affiliate. Immediately prior to the Effective Time, each unexpired and unexercised Company Option Option, whether or not then vested or exercisable, shall become fully vested and no longer be exercisable and for the purchase of shares of Common Stock but shall be cancelled andentitle each holder thereof, in exchange cancellation and settlement therefor, each former holder of any such cancelled to payments by the Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheldtaxes, the "CASH PAYMENT") equal to the product of (ix) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time, Parent will make available whether or not then vested or exercisable, and (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, each such Cash Payment to be paid by the Surviving Corporation to each holder of an outstanding Option promptly following the cash to be delivered in respect Effective Time. Any then outstanding stock appreciation rights or limited stock appreciation rights issued by the Company or any Affiliate of the Option Payments based on the calculation of the Common Merger Consideration at Company shall be canceled immediately prior to the Effective Time without any payment therefor. All payroll deductions under the Company's Employee Stock Purchase Plan shall cease and such plan shall terminate at the end of the next "Purchase Period" (as such term is defined in the “Closing Option Payments”Company's Employee Stock Purchase Plan). Option Payments , whether such Purchase Period ends subsequent to the date hereof, due to a "Change in Control" (as such term is defined in such plan) or otherwise in accordance with the terms of such plan, and each participant in such plan shall receive from the Company, promptly following the Effective Time shall be made on or about and in lieu of any right to purchase shares of Common Stock under such plan at the same datesend of such Purchase Period, an amount, in cash, subject to applicable withholding taxes, equal to the product of the (1) number of shares of Common Stock that could have been purchased under such plan at the end of such Purchase Period, and subject (2) the Merger Consideration. The Company shall take all steps to ensure that neither it nor any of its Affiliates is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Royal Ahold or its Affiliates, to own any capital stock of the Company or to receive any payment in respect thereof. Notwithstanding any other provision of this Section 3.05 to the same termscontrary, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Cash Payment may be withheld with respect to any Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the or right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, until all Company Option Plans shall be terminated necessary consents and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)releases are obtained.

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time, Parent will make available to in accordance with the Surviving Corporation the cash to be delivered in respect terms and conditions of the applicable Company Stock Plan, the Company shall cause the vesting of each Company Option Payments based on the calculation of the Common Merger Consideration at that is outstanding immediately prior to the Effective Time (the “Closing to be accelerated such that each Company Option Payments”). Option Payments following that is outstanding as of the Effective Time shall be made on or about the same datesfully vested, and subject each Company Option that has an exercise price per share less than the Initial Per Share Common Merger Consideration (each such Company Option, a “Participating Option”) shall be cancelled in exchange for the right of the holder thereof to receive, in full satisfaction of such Participating Option, (i) an amount in cash (reduced by any applicable Tax withholding) equal to the same terms, as payments product obtained by multiplying (A) an amount equal to the excess of the Initial Per Share Common Merger Consideration over the per share exercise price of such Participating Option by (B) the aggregate number of Participating Option Shares issuable in respect of such Participating Option as of the Effective Time (assuming concurrent payment in full of the exercise price thereof solely in cash) (such amount with respect to such Participating Option is referred to herein as the “Initial Option Payment”) and the Participation Right (the distributions, if any, pursuant to the Participation Right and the Initial Option Payment are the “Option Payment”), payable to the holder of such Participating Option in accordance with the terms and conditions of this Agreement. Each Company Option, if any, that has a per share exercise price equal to or greater than the Initial Per Share Common Merger Consideration shall be cancelled without payment of any consideration, effective as of immediately prior to the Effective Time. Immediately after the Effective Time, Purchaser shall pay to the Surviving Corporation (or the applicable Company Subsidiary) the portion of the estimated Merger Consideration set forth in the Closing Statement payable to the holders of Company Capital Stock. Any Company Participating Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder pursuant to the payment of the applicable Option Payments in accordance with this Section 2.6(d)3.4, which for the avoidance of doubt includes the right to receive payments be held and disbursed as provided in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Section 3.7.

Treatment of Company Options. Company Options will not be continued, assumed or substituted by the Surviving Corporation or Parent as part of the Merger. Prior to the Effective TimeClosing, the Board Company’s board of Directors of the Company (or, if appropriate, any committee thereof) shall directors will adopt appropriate resolutions and will take all other actions necessary and appropriate to provide that, at the Effective Time, cause each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or that is outstanding immediately prior to the Effective Time, Parent will make available whether vested or unvested, to become fully vested and be cancelled and converted into the Surviving Corporation the cash right to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time receive (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same termsterms and conditions of this Agreement and the Option Termination Agreements) a cash payment with respect thereto equal to the Company Option Payment Amount set forth on the Consideration Spreadsheet, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments updated in accordance with this Section 2.6(d)1, which for the avoidance less any applicable withholding Taxes. As of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Options will automatically cease to exist, and each holder of a Company Option Plans shall be terminated will cease to have any rights with respect thereto, except the right to receive the Company Option Payment Amount set forth on the Consideration Spreadsheet, as updated in accordance with this Section 1, if any, subject to the terms and conditions of this Agreement and the Option Termination Agreement. In accordance with this Agreement and the Option Termination Agreements, as promptly as reasonably practicable following the date that any portion of the Company Option Payment Amount set forth on the Consideration Spreadsheet is due (and, with respect to payments made as of the Closing, if any, no further Company Options shall be granted thereunder. The Company later than the first regular payroll date occurring at least three Business Days after the Effective Time), the Surviving Corporation, through the Surviving Corporation’s payroll system, will use commercially reasonable efforts pay to cause each former holder of Company Options such Company Option Payment Amounts as such holder will be entitled to enter into a written agreement effectuating the foregoing, receive pursuant to this Section 1.12 and the payment of holder’s Option Termination Agreement, reduced by applicable withholding Taxes; provided, that, consistent with Section 5.4(f)(iii), if and to the Option Payment extent that any Contingency Amount is released to each holder former holders of Company Options Options, it shall not be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)withholding or processed through payroll.

Treatment of Company Options. Prior Immediately prior to the Effective Time, the Board of Directors each outstanding and unexercised option to purchase Shares (each, a “Company Option”) granted under each stock option or other equity plan of the Company (oreach, if appropriate, any committee thereofa “Company Stock Plan”) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receivereceive from the Company, in consideration of the cancellation of such cancellationCompany Option and in settlement therefor, payments a payment in cash (subject to any all applicable withholding or other Taxes required by applicable Law to be withheldLaw) of an amount equal to the product of (i) the total number of shares of Common Stock previously Shares(whether vested or unvested) subject to such Company Option multiplied by immediately prior to such cancellation and (ii) the amount by which the Option In-The-Money Amountexcess, calculated as if any, of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds Consideration over the exercise price of per Share subject to such Company Option immediately prior to such cancellation (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be being referred to as the “Option Payments”. At ); provided, however, that Option Payments with respect to any of the Company Options identified on Section 2.4(a) of the Company Disclosure Schedule shall be subject to the applicable agreement entered into by the holder of such Company Options and the Company (in such form as previously approved by Parent) on or prior to the Effective Timedate hereof. Notwithstanding the foregoing and for the avoidance of doubt, Parent will make available to the Surviving Corporation extent the cash per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Company Option is greater than or equal to the Merger Consideration, the Company Option shall be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration terminated and cancelled at the Effective Time (the “Closing and no Option Payments”)Payment shall be made. Option Payments following From and after the Effective Time shall be made on or about the same datesTime, and subject to the same terms, as payments of the Merger Consideration to the holders of any such cancelled Company Capital Stock. Any Company Options Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payment, if any. The Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account shall be paid by Parent or the Equityholders’ Representative Escrow Account. At Surviving Corporation as soon as practicable (and in any event within 15 Business Days) following the Effective Time, all without interest; provided, however, that Option Payments with respect to any of the Company Option Plans Options identified on Section 2.4(a) of the of the Company Disclosure Schedule shall be terminated and no further paid to the holder of such Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each in accordance with the agreement entered into by such holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of Company (in such form as previously approved by Parent) on or prior to the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)date hereof.

Treatment of Company Options. Prior to On the Closing Date, immediately following the Share Consolidation, each Company Option outstanding as of the effective time of the Share Consolidation (the “Share Consolidation Effective Time”) will, automatically and without any action on the Board part of Directors any holder of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised such Company Option shall become fully vested or beneficiary thereof, continue to be an option to purchase Company Ordinary Shares (each a “Continuing Option”) subject to substantially the same terms and exercisable conditions as were applicable to such Company Option immediately before the Share Consolidation Effective Time (including expiration date and shall be cancelled andexercise provisions), in exchange therefor, except that: (A) each former holder of any such cancelled Company Continuing Option shall be entitled to receive, in consideration exercisable for that number of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) Company Ordinary Shares equal to the product (rounded up to the nearest whole Company Ordinary Share) of (i1) the total number of shares of Common Stock previously Company Ordinary Shares subject to such Company Option immediately before the Share Consolidation Effective Time multiplied by (ii2) the amount by which Share Consolidation Factor; and (B) the Option In-The-Money Amount, calculated as per share exercise price for each Company Ordinary Share issuable upon exercise of the Effective Time and recalculated, if applicable, in connection with any recalculation of Continuing Option shall be equal to the Common Merger Consideration, exceeds quotient obtained by dividing (1) the exercise price per Company Ordinary Share of such Company Option immediately before the Share Consolidation Effective Time by (for 2) the avoidance Share Consolidation Factor; provided, however, that the exercise price and the number of doubtCompany Ordinary Shares purchasable under each Continuing Option shall, without duplication to the extent applicable, be determined in a manner consistent with the requirements of any amounts previously paid to holders Section 409A of such Company Options the Code and the applicable regulations promulgated thereunder; and provided, further, that in accordance herewith). Any such amount payable hereunder with respect to the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of Company Ordinary Shares purchasable under such Continuing Option shall be referred to as an “Option Payment”, and determined in accordance with the aggregate foregoing in a manner that satisfies the requirements of all such amounts payable hereunder shall be referred to as Section 424(a) of the “Option Payments”Code. At On or prior to the Effective TimeClosing Date, Parent will the Company shall have taken (or caused to be taken) all such actions as are reasonably necessary or appropriate to effect the transactions contemplated under Section 2.1(a) of this Agreement and shall make available all such changes or adjustments as necessary or appropriate to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments ESOP in accordance with this Section 2.6(d)applicable Laws, which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment terms of the Option Payment to each holder of ESOP and any contracts evidencing Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Options.

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or Immediately prior to the Effective Time, Parent will make available each unvested option granted under the Stock Plans to purchase Shares that is outstanding and unexercised shall vest in full. The Company shall, within 10 business days after the date of this Agreement, provide each holder of any such option that was granted under the 2008 Plan (each, a “2008 Plan Option”) with written notice of such anticipated vesting immediately prior to the Surviving Corporation Effective Time and such holder’s ability to exercise such holder’s 2008 Plan Option immediately following such vesting, subject to the cash to be delivered in respect terms of such 2008 Plan Option and the consummation of the Merger. Each such holder shall be entitled to, on or prior to October 31, 2013, notify the Company of such holder’s intent to exercise such holder’s 2008 Plan Option Payments based on following such vesting, subject to the calculation terms of such 2008 Plan Option and the consummation of the Merger. To the extent that any such holder notifies the Company of such holder’s intent to exercise such holder’s 2008 Plan Option following vesting (as described above) and such holder’s 2008 Plan Option is so exercised in accordance with the terms thereof, any shares of Class A Common Stock received upon such exercise shall be considered outstanding Shares for all purposes of this Agreement, including the right of the holder thereof to receive the Per Share Merger Consideration at in accordance with Article IV, less any required withholding and payroll Taxes. Each option granted under the Stock Plans to purchase Shares that is outstanding and unexercised as of the Effective Time (each, a “Company Option”) shall be canceled, and the holder thereof shall be entitled to receive immediately prior to the Effective Time from the Company, in consideration for such cancellation, an amount in cash equal to the product of(i) the number of Shares subject to such Company Option immediately prior to the Effective Time; and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share of such Company Option immediately prior to the Effective Time, less any required withholding and payroll Taxes (collectively, the “Closing Option Payments”). No holder of a Company Option Payments following that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Per Share Merger Consideration shall be entitled to any payment with respect to such cancelled Company Option. From and after the Effective Time shall be made on or about the same datesTime, and subject to the same terms, as payments of the Merger Consideration to the holders of each Company Capital Stock. Any Company Options Option shall no longer be exercisable by the former holder thereof, but and shall only entitle such holder to the payment of Option Payment, if any. As soon as practicable following the applicable Option Payments in accordance with this Section 2.6(dClosing (but no later than 15 days following the Closing), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans Surviving Corporation shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of make the Option Payment Payment, if any, due to each holder of a Company Options shall be subject to such holderOption by a special payroll payment through the Company’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)or Parent’s payroll.

Treatment of Company Options. Prior Immediately prior to the Effective Time, and conditioned on the Board consummation of Directors the Merger, the board of directors of the Company (or, if appropriate, any committee thereof) shall adopt have adopted appropriate resolutions and and, prior to the Closing will take all other actions necessary and appropriate appropriate, to provide that, at the Effective Time, that each outstanding Company Option (whether or not vested or exercisable) shall be cancelled and each holder of a Company Option that is unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled andentitled to, in exchange thereforfor the cancellation of each such Company Option, each former holder of any such cancelled Company Option shall be entitled the right to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to receive the product sum of (i) the total number of shares of Common Stock previously subject Optionholder Consideration applicable to such Company Option multiplied by and (ii) the amount by which the Option In-The-Money Amount, calculated as any amounts payable pursuant to Sections 1.9 and 1.10 in respect of the Effective Time and recalculated, if applicableeach such Company Option, in connection with each case, without interest, but subject to deductions and other income or employment Tax withholding if and to the extent any recalculation such withholding is required by Law, through the Company’s regular payroll. Any amounts that are so withheld shall be treated for all purposes of this Agreement as having been paid to the Common Merger Considerationapplicable Optionholder. For any Company Option where no payment is required to be made under this Section 1.6(b) because such payment amount would be equal to or less than zero, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall will be referred to as an “Option Payment”, cancelled and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration terminated at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time without any exercise thereof and no payment shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stockwith respect thereto. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which In order for the avoidance of doubt includes the right any Optionholder to receive payments payment in connection with the cancellation of any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective TimeCompany Option, all Company Option Plans such Optionholder shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts required to cause each holder of Company Options to enter into a written agreement effectuating provide the foregoing, and the payment of the Buyer an executed Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement Termination Agreement in the form attached hereto as Exhibit D C (such agreement, an “Option Holder LetterTermination Agreement”). Each Optionholder shall be given the opportunity to exercise his or her outstanding Company Options (to the extent the Company Options are vested or shall become vested in connection with the Merger) prior to the Closing Date. In the event such Company Options are not exercised prior to the Closing Date, such Company Options shall be cancelled for a cash payment calculated in accordance with this Section 1.6(b). Notwithstanding the foregoing, in the case of any Company Option that remains unexercised as of the Closing Date for which no Option Termination Agreement has been received prior to the Closing Date, such Company Option shall be deemed to have been cancelled for no consideration as of the Closing Date.

Treatment of Company Options. Prior (i) At the Effective Time, each Company Option, whether vested or unvested, that is unexpired, unexercised and outstanding immediately prior to the Effective Time, shall, on the Board of Directors of terms and subject to the Company (orconditions set forth in this Agreement, if appropriate, any committee thereof) terminate in its entirety and Parent shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, substitute for each unexpired and unexercised such Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled the right to receive, in consideration of such cancellation, payments in (A) a cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) payment equal to the product of (i1) the total number of shares of Company Common Stock previously subject as to which such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated was vested and exercisable as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time, Parent will make available to and (2) the Surviving Corporation the cash to be delivered in respect excess of the Closing Cash Consideration Per Share minus the Option Payments based on the calculation Exercise Amount of the Common Merger Consideration at such Company Option immediately prior to the Effective Time (the “Closing Option PaymentsCash-Out Amount”), as more particularly set forth on the Spreadsheet, plus (B) the number of shares of Parent Common Stock equal to the Stock Exchange Ratio, plus (C) the Escrow Payment per Share, if any, plus (D) the Shareholder Representative Fund Payment per Share, if any ((A) through (D) collectively, the “Consideration Per Option”). A portion of each Company Option Payments following holder’s Option Cash-Out Amount equal to such holder’s pro rata portion of the Effective Time Escrow Amount shall be made on or about immediately deposited by Parent into the same datesEscrow Fund pursuant to Section 7.5 hereof and that portion of each Company Option holder’s Option Cash-Out Amount equals the Shareholder Representative Fund Payment per Share shall be immediately deposited in the Shareholder Representative Fund; provided, and subject to however, that if the same terms, as payments value of the Merger Consideration Per Option does not exceed the Option Exercise Amount of such Company Option, the Consideration Per Option with respect to such Company Option shall be $0; provided, further, if the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by Closing Cash Consideration Per Share is less than the former holder thereof, but shall only entitle such holder to Option Exercise Amount plus the payment cash portion of the applicable Option Payments in accordance Escrow Payment Per Share, the amounts will be equitably adjusted with this Section 2.6(d), which for the avoidance of doubt includes the right respect to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereundersuch Shares. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall Cash-Out Amount will be subject to withholdings for all applicable Taxes. For the avoidance of doubt, any Company Option that is exercised contingent upon the Closing shall not be subject to this Section 1.6(b), but shall instead be deemed exercised prior to the Effective Time and the shares of Company Common Stock received upon such holder’s execution exercise shall be governed by Section 1.6(a). Prior to the Closing, the Company will take all necessary action to accelerate all outstanding Company Options such that they are fully vested and delivery of such agreement in exercisable immediately prior to, and contingent upon, the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Closing.

Treatment of Company Options. Prior Any outstanding, unexercised and unexpired Company Option that, by its terms, is not vested and exercisable by the holder thereof immediately prior to the Effective Time shall be accelerated in full so that each Company Option is fully vested and exercisable as of the Effective Time, such accelerated vesting to be conditioned upon the consummation of the transactions contemplated in this Agreement. As soon as is reasonably practicable following the Effective Time, the Board Paying Agent shall deliver to each Option Holder (i) an option cancellation agreement, substantially in the form attached hereto as Exhibit A, which shall specify that the exercise, delivery and cancellation of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law deemed to be withheld) effected as of the Closing Date in exchange for an amount equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by Merger Consideration Payable at Closing, and (ii) in the case of the Option Holders listed on Schedule 2.5, a Release Agreement executed by such Option Holder providing the Company with the authority to reduce such Option Holder’s portion of the Option Merger Consideration Payable at Closing by the amount of any Indebtedness owed by which such Option Holder to the Option In-The-Money Amount, calculated Company as reflected on Schedule 2.5. Upon surrender of the Effective Time Company Options to the Paying Agent by means of the option cancellation agreement, duly executed, and recalculatedsuch other customary documents (including the Release Agreement, if applicable) as may be required pursuant thereto, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject entitled after Closing to such holder’s execution receive from the Paying Agent, in exchange therefor, cash in an amount equal to the Option Merger Consideration Payable at Closing, minus the amount that is required to be deducted and delivery withheld with respect to the making of such agreement payment under the Code or any provision of federal, state, local or non-U.S. Tax law, minus the amount of Indebtedness identified on Schedule 2.5 hereto owed to the Company by the applicable Option Holder (if any or if such Option Holder is also a Stockholder, only to the extent such amount has not already been deducted pursuant to Section 2.3(b)(iii)). Such cash payable to the holders of Company Options shall be wired, in immediately available funds, to the form attached hereto as Exhibit D (such account or accounts designated by the respective Option Holders in their respective option cancellation agreements or, if requested by any Option Holder in its option cancellation agreement, an “shall be paid by check. Schedule 2.5 sets forth (a) a list of each Option Holder Letter”)Holder, (b) the number of Company Options attributable to each holder thereof, (c) the exercise price applicable to each Company Option, (d) the aggregate dollar amount payable to each holder of Company Options pursuant to this Section 2.5 and (e) the amount of Indebtedness, if any, owed to the Company by the applicable Option Holder.

Treatment of Company Options. Prior to (a) Each Company Option, whether or not vested or exercisable, shall, by virtue of the Effective TimeMerger and without any further action on the part of Parent, Merger Sub, the Board of Directors Company, the holder of the Company (orOption or any other Person, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, be cancelled at the Effective Time. Subject to Section 1.05(b), upon the cancellation of each unexpired and unexercised Company Option, the holder thereof will cease to have any rights with respect to that Company Option shall become fully vested and exercisable and shall be cancelled andother than the right to receive with respect to each In-the-Money Option, (a) an amount of cash (rounded down to the nearest whole cent after aggregation of all amounts payable in exchange therefor, each former respect of all In-the-Money Options held by a holder of any such cancelled Company Option shall be entitled to receiveOptions, in consideration of such cancellationwithout interest, payments in cash (and subject to deduction for any applicable required withholding or other Taxes required by applicable Law to be withheldTax) equal to the product of (i) the total number of shares Company Shares as to which such In-the-Money Option was vested and exercisable immediately prior to the Effective Time (including the number of Common Stock previously subject Company Shares as to which such Company In-the-Money Option multiplied by becomes vested and exercisable in connection with the Merger) and (ii) the amount by which the Option In-The-Money Amount, calculated as excess of the Effective Time and recalculated, if applicable, in connection with any recalculation of Closing Per Share Merger Consideration over the Common Merger Consideration, exceeds the per share exercise price of such Company In-the-Money Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or immediately prior to the Effective Time, and (b) any amounts that may become payable in respect of that In-the-Money Option in respect of the net working capital adjustment under Section 1.10 or from the Escrow Fund as provided in this Agreement and the Escrow Agreement, in each case at such time and subject to the conditions specified in this Agreement and the Escrow Agreement. For the avoidance of doubt, any Company Option that is not an In-the-Money Option will not have any right to receive any consideration in respect of such Company Option. The aggregate amount paid or payable in respect of the cancellation of the In-the-Money Options as set forth in this Section 1.05 is referred to herein as the “Option Consideration.” For the avoidance of doubt, (i) as and when the Option Consideration becomes payable to holders of In-the-Money Options who are Employees, such amounts shall be delivered by Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time for payroll processing (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(dextent applicable), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment Surviving Corporation will disburse such payments, net of applicable Tax withholdings, to the former holders of such In-the-Money Options who are Employees and (ii) the employer portion of the Taxes related to those payments will be an Included Current Liability. Promptly following the Closing Date, the Paying Agent shall pay, by check, the Option Payment Consideration payable to each any non-Employee holder of Company Options an In-the-Money Option and shall be subject deliver such check to the address set forth on such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Surrender Form.

Treatment of Company Options. Prior to the Effective TimeClosing, the Board board of Directors directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and will take all other actions necessary and appropriate to provide action such that, at effective as of the Effective TimeClosing, each unexpired and unexercised Company Option outstanding immediately prior to the Closing Date (whether vested or unvested) will be cancelled in exchange for the right of the applicable Optionholder to receive from Purchaser: (i) on the Closing Date, such Optionholder’s Pro Rata Share of the Closing Optionholder Cash Consideration and such Optionholder’s Pro Rata Share of the Closing Optionholder Share Consideration and (ii) following Closing, such Optionholder’s Pro Rata Share of any distribution or payment made to Company Equityholders in accordance with Section 2.05. Payments to the Optionholders shall become fully vested be conditioned on such Optionholder executing an option surrender agreement in substantially the form attached hereto on Exhibit D (the “Option Surrender Agreement”) that includes a waiver of liabilities with respect to the appointment of the Shareholders’ Representative and exercisable corresponding acknowledgement of the cancellation of the Company Options in exchange for the right to receive the consideration allocated pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, (i) any amounts due and payable to the Optionholders pursuant to this Agreement in respect of Company Options received in connection with the performance of services as an employee of the Company or any of its Affiliates shall be funded from the applicable consideration paid by Purchaser and shall be cancelled andpaid, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to less any applicable withholding or other Taxes required by applicable Law to be withheld) equal Taxes, to the product of (i) applicable Optionholder, through the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as standard payroll procedures of the Effective Time and recalculatedCompany or another Affiliate or, if applicable, in connection with any recalculation of third party payroll services provider engaged by the Common Merger Consideration, exceeds the exercise price of such Company Option or another Affiliate (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d2.12, a “Payroll Payment Amount”), which for (ii) any Payroll Payment Amount shall be deducted from any amount to be paid by Parent or by the avoidance Escrow Agent, as applicable, under any provision of doubt includes the right this Agreement, and (iii) any such Payroll Payment Amount deducted pursuant to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account clause (ii) shall be deposited by Parent or the Equityholders’ Representative Escrow AccountAgent, as applicable, with the Company or another Affiliate or, if applicable, any applicable third party payroll services provider engaged by the Company or another Affiliate for payment to the applicable Optionholder in accordance with this Section 2.12. At Prior to the Effective TimeClosing, the board of directors of the Company will take all necessary action to terminate the Company Option Plans shall be terminated Incentive Plan, effective as of and subject to the occurrence of the Closing, such that no further awards may be made under the Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating Incentive Plan following the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”)Closing.