Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that and take all other actions reasonably necessary and appropriate to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) under any stock option plan of the Company, including the Company’s 1997 Stock Option Plan for Key Employees, 2000 Stock Option Plan for Key Employees and Omnibus Stock Plan, and any other plan, agreement or arrangement of the Company or any Company Subsidiary (collectively, the “Company Option Plans”), shall be fully vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefortherefor and full satisfaction thereof, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share previously subject to such cancelled Company Option, without interest Option (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no any such cancelled Company Option shall no longer be outstanding or exercisableexercisable by the former holder thereof, and each Company Option but shall only entitle the such holder thereof only to the payment provided for in this Section 2.03(a)of the Option Payment. No interest shall be paid or accrued on any cash payable with respect to any Company Option.

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) Equity Incentive Plan (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.052.04. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a)of the Option Payment, if any.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any a duly authorized committee thereof) shall adopt appropriate resolutions that as are necessary to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares shares of Company Common Stock granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled canceled and, in exchange therefor, each holder of any such cancelled canceled Company Option shall be entitled to receive, in consideration of the cancellation cancelation of such Company Option and in full settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares shares of Company Common Stock subject to such cancelled canceled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share share of Company Common Stock subject to such cancelled canceled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share share of Company Common Stock subject thereto is greater than or equal to or greater than the Merger Consideration shall be cancelled canceled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05consideration. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment payment, if any, provided for in this Section 2.03(a).

Treatment of Company Options. Prior to (i) At the Effective Time, the each then outstanding option to purchase Shares (a “Company Board (or, if appropriate, any committee thereofOption”) shall adopt resolutions that provide that, is vested immediately prior to the Effective Time shall, automatically and contingent upon without any action on the Mergerpart of the holder thereof, each outstanding option be cancelled and converted into the right to purchase Shares granted under a Company Stock Plan receive (other without interest), no later than any option granted under the second regularly scheduled payroll of the Company Stock Purchase Plan) (following the “Company Options”) shall be fully vested and cancelled andClosing Date, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount in cash, without interest and less applicable Tax withholdings, equal to the product of (i) the total number of Shares subject to such cancelled the Company Option, Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share of such Company Option. (ii) At the Effective Time, each then outstanding Company Option that is unvested immediately prior to the Effective Time shall, automatically and without any action on the part of Parent, the Company or the holder thereof, be cancelled and converted into the contractual right to receive a payment in an amount in cash from the Surviving Corporation equal to the product of (i) the number of Shares subject to such cancelled the Company OptionOption immediately prior to the Effective Time multiplied by (A) the excess, without interest (such amounts payable hereunderif any, the “Option Payments”); provided, however, that of (1) any the Merger Consideration over (2) the exercise price per Share of such Company Option. Except as otherwise provided in this Section 4.3(a)(ii), the cash-based award provided for by this Section 4.3(a)(ii) shall be subject to the same terms and conditions as are applicable to the corresponding Company Option with respect (including time-based vesting conditions but excluding provisions related to exercise). (iii) Each Company Option (whether vested or unvested) for which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by at the amount Closing without payment of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a)consideration.

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall vest in full (or, with respect to any Company Option granted after the date hereof, in accordance with Section 5.01(b) of the Company Disclosure Letter) and be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the vested portion of the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. The Option Payments shall be paid out in accordance with Section 2.03(h). From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a). For the avoidance of doubt, if the exercise price per share of any Company Option, whether vested or unvested as of the Effective Time, is equal to or greater than the Merger Consideration, then by virtue of the occurrence of the Effective Time and without any action on the part of Parent, Merger Sub, the Company or the holders thereof, such Company Option will automatically terminate and be canceled without payment of any consideration to the holder thereof.

Treatment of Company Options. Prior Immediately prior to the Effective Time, the Company Board (or, if appropriate, any committee thereofi) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) Option shall be fully vested and (ii) each such Company Option shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (iA) the total number of Shares shares of Common Stock subject to such cancelled Company Option, Option multiplied by (iiB) the excess, if any, of (Ax) the Merger Consideration over less (By) the per share exercise price per Share subject applicable to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that ) (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of less any required Tax withholdings as provided in Section 2.05withholding for Taxes). From and after Following the Effective Time, no such Company Option that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of any such Company Option shall be outstanding or exercisablecease to have any rights with respect thereto, and each Company Option shall entitle except the holder thereof only right to receive the payment provided for consideration set forth in this Section 2.03(a2.03(c) in exchange for such Company Option. Subject to Section 2.03(f) and the requirements of Section 409A of the Code, the consideration payable under this Section 2.03(c) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than during the second regularly scheduled pay period following the Effective Time), net of any required withholding for Taxes.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any a duly authorized committee thereof) shall adopt appropriate resolutions that as are necessary to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares shares of Company Common Stock granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled canceled and, in exchange therefor, each holder of any such cancelled canceled Company Option shall be entitled to receive, in consideration of the cancellation cancelation of such Company Option and in full settlement therefor, (i) a payment in cash of an amount equal to the product of (iA) the total number of Shares shares of Company Common Stock subject to such cancelled canceled Company Option, multiplied by Option and (iiB) the excess, if any, of (Ax) the Merger Consideration over (By) the exercise price per Share share of Company Common Stock subject to such cancelled canceled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); ) (provided, however, that (1) any such Company Option with respect to which the exercise price per Share share of Company Common Stock subject thereto is greater than or equal to or greater than the Merger Consideration shall be cancelled canceled in exchange for no consideration consideration) and (2ii) one (1) CVR for each share of Company Common Stock subject to such canceled Company Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05that is entitled to receive an Option Payment. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment payment, if any, provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, (1) immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and (2) at the Effective Time shall be automatically cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company OptionOption (whether vested or unvested), multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”), which shall be paid in accordance with Section 2.03(e); provided, however, that (1x) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration upon the Effective Time and (2y) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment payment, if any, provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the board of directors of the Company Board (the “Company Board”) (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (as defined in the Agreement) (other than any option granted under the MTS Systems Corporation 2012 Employee Stock Purchase Plan (the “Company Stock Purchase Plan”)) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior (a) As of the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, the Company Board (orwhether vested or unvested, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully accelerated and become vested and cancelled and, except for Company Options as to which the treatment in exchange thereforthe Merger is hereafter separately agreed by Parent and the holder thereof, each which Company Options shall be treated as so agreed, will be canceled and extinguished, and the holder of any such cancelled Company Option shall thereof will be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment receive an amount in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to share of such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option interest. All payments with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration canceled Company Options shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced made by the amount Disbursing Agent as promptly as practicable after the Effective Time from funds deposited by or at the direction of any required Tax withholdings as provided Parent for the purpose of paying such amounts in accordance with Section 2.05. From and after 2.3(a) . (b) Prior to the Effective Time, no the Company Option and Parent will adopt such resolutions and take such other commercially reasonable actions as are reasonably necessary in order to effectuate the actions contemplated by Section 2.2(e) and this Section 2.4, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Corporation, provided that such resolutions and actions shall expressly be conditioned upon the consummation of the Merger and the other transactions contemplated hereby and shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in of no effect if this Section 2.03(a)Agreement is terminated.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1x) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2y) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any of their respective Subsidiaries (as applicable), or any holder of Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the MergerOptions, each then outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) Option shall be become fully vested and be automatically cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration for the right of the cancellation of such Company Option and in settlement thereforholder thereof to receive a single lump sum cash payment, a payment in cash of an amount without interest, equal to (A) the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii1) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to share of such cancelled Company Option, without interest multiplied by (2) the number of Company Ordinary Shares issuable upon the exercise in full of such amounts payable hereunderCompany Option, less (B) any applicable withholding for Taxes (the “Option PaymentsMerger Consideration”); provided, however, that (1) if the exercise price per share of any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration Consideration, such Company Option shall be cancelled and terminated without any cash payment or other consideration being made in exchange for no consideration and (2) such respect thereof as of immediately prior to the Effective Time. The cancellation of a Company Option Payments shall be reduced by the amount of any required Tax withholdings as provided in the first sentence of this Section 2.05. From 2.4(a) shall be deemed the termination, and after satisfaction in full, of any and all rights the holder had or may have had in respect of such Company Option (other than, as of the Effective Time, no Company the right to receive the Option shall be outstanding or exercisableMerger Consideration (if any), payable (without interest) at the time and in the manner set forth in Section 2.4(e)). For the avoidance of doubt, each Company Option shall entitle the holder thereof only that as of immediately prior to the payment provided for Effective Time is, or has been exercised prior to the Effective Time, will be treated in accordance with Section 2.1(c) and will not be paid additional Option Merger Consideration pursuant to this Section 2.03(a2.4(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each then outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and and, at the Effective Time, cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option as of immediately prior to the Effective Time and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. (i) At the Effective Time, each then-outstanding option to purchase shares of Company Capital Stock (each, a “Company Option”) granted under any Company Stock Plan shall: (A) in the case of any In-the-Money Option, be cancelled in exchange for the right to receive by the holder of such Company Option consideration equal to the excess of (1) the aggregate value of consideration that would be payable in accordance with ‎Section 1.4(c) in respect of the shares issuable upon exercise of such Company Option had such Company Option been exercised in full prior to the Effective Time (without regard to any reduction of that amount on account of the escrow obligations as provided in ‎Section 1.5 or on account of the Representative Expense Fund, but subject to ‎Section 1.6(c)) over (2) the aggregate exercise price for such Company Option (such payment to be Net of Tax Withholdings); and (B) in the case of all Company Options other than In-the-Money Options, be cancelled at the Effective Time without payment of any consideration. (ii) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereofshall take all action necessary to effect the treatment of Company Options provided for under this ‎Section 1.6(a) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under in accordance with the Company Stock Purchase Plan) (Plans, all Contracts governing the “terms of all Company Options”) shall be fully vested , and cancelled and, in exchange therefor, each holder of under any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect other plan or arrangement to which the exercise price per Share subject thereto Company is equal a party or by which the Company may be bound, including by giving any required notice and obtaining any required consent contemplated thereby. The Company shall not send any notices to any holders of Company Options, or greater than solicit any consents or other approvals from the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount holders of any required Tax withholdings as provided Company Options, unless and until Parent has reviewed and approved all notices and related documentation (including any email messages and notifications) to be sent to such holders of Company Options in Section 2.05. From and after the Effective Time, no Company Option connection therewith (which approval shall not be outstanding unreasonably withheld or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(adelayed).

Treatment of Company Options. Prior to (a) At the Effective Time, each In-the-Money Company Option that is outstanding as of immediately prior to the Company Board (or, if appropriate, any committee thereof) Effective Time shall adopt resolutions that provide that, be cancelled immediately prior to the Effective Time and contingent upon converted into the Merger, each outstanding option right to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment receive an amount in cash of an amount equal to the product of obtained by multiplying (i) the total aggregate number of Shares shares of Company Common Stock subject to such cancelled Company Option, multiplied by Option immediately prior to the Effective Time and (ii) the excess, if any, of (A) the Merger Consideration over (B) Common Per Share Amount less the exercise price per Share share of such Company Option (the “Option Consideration”). Each holder of an outstanding In-the-Money Company Option shall be entitled to receive in exchange for the cancellation thereof the Option Consideration with respect to each share of Company Capital Stock subject to such cancelled outstanding In-the-Money Company Option, without interest (minus the portion of such amounts payable hereundercash amount to be deposited in the Escrow Funds pursuant to Section 2.08(d), and the “Option Payments”); provided, however, that (1) any Company shall cause such payment to be made to the holder of such Company Option with respect to which Option, if a current or former employee of the exercise price per Share subject thereto is equal to Company, through the payroll system of the Company or, if not a current or greater former employee of the Company, through the Payment Agent, in each case, payable as soon as practicable following the Closing Date (and, in the case of current or former employees of the Company, in no event later than the Merger Consideration next regularly scheduled payroll run of the Company following the Closing Date). (b) All Company Options which are not In-the-Money Company Options shall be cancelled as of immediately prior to the Effective Time in exchange for no consideration and consideration. (2c) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after Not less than 15 days prior to the Effective Time, no the Company shall send a written notice in a form reasonably acceptable to Parent to each holder of an outstanding Company Option that shall be outstanding or exercisable, and each inform such holder of the treatment of the Company Option shall entitle the holder thereof only to the payment Options provided for in this Section 2.03(a)2.13.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section ‎Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section ‎Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any or the appropriate committee thereof) shall adopt all necessary resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) that is outstanding immediately prior to the Effective Time shall be fully vested and cancelled by virtue of the Merger and without any action on the part of the holder thereof and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option holder shall entitle the holder thereof be entitled only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior The Company agrees that it will take such actions as are necessary to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to cause at the Effective Time and contingent upon each option for the Merger, each purchase of Company Common Stock then outstanding option to purchase Shares granted under a (“Company Stock Plan (other than any option granted Option”), whether or not exercisable, under the Company Company’s Stock Purchase Plan) Incentive Plan (the “Company OptionsStock Plan”) ), to become fully exercisable (if not then fully exercisable), and such options shall immediately thereafter be fully vested cancelled and cancelled andshall automatically cease to exist, in exchange therefor, and each holder of Company Stock Options shall cease to have any rights with respect to such cancelled Company Stock Option except the right to receive the following consideration upon delivery of an option surrender agreement, which shall be entitled in a form reasonably agreed to receive, in consideration of by Parent and the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal prior to the product Closing (“Option Surrender Agreement”) in accordance with Section 2.5(b)(i)(B): for each share of (i) the total number of Shares Company Common Stock subject to such cancelled Company Stock Option, multiplied by an amount in cash (iiwithout interest) equal to the excess, if any, of (Ai) the Merger Consideration payable in respect of a share of Company Common Stock over (Bii) the per share exercise price per Share subject to of such cancelled Company Option, without interest Stock Option (such amounts payable hereunder, amount in cash as described above being hereinafter referred to as the “Option PaymentsConsideration”); provided, however, . Parent and Merger Sub acknowledge and agree that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than actions described in the Merger Consideration preceding sentence shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after occur at the Effective TimeTime without any action on the part of Merger Sub, no Company Option shall be outstanding Parent or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a)any of their respective stockholders.