Common use of Treatment of Options and Restricted Stock Clause in Contracts

Treatment of Options and Restricted Stock. (a) Prior to the Effective Time, the Company shall (i) take such actions as may be necessary so that all Options shall be (A) duly exercised and shares of Common Stock issued in respect of the Option in accordance with the terms of the applicable Option agreement prior to the Effective Time, (B) surrendered and cancelled as of the Effective Time and converted into the right to receive the Option Consideration payable in cash to the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments described, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of immediately prior to the Effective Time; and (ii) take such actions as may be necessary so that all Common Shares that are unvested or are subject to a repurchase option in favor of the Company (the “Restricted Shares”) shall be accelerated as of immediately prior to the Effective Time and shall, by virtue of the Merger, be converted into the right to receive the portion of the Stock Consideration payable pursuant to Section 2.1(c) of this Agreement with respect to Common Shares. The installment payments received by a holder of an Option under this Section 2.5(a) are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder. (b) At the Effective Time, each Option that is then outstanding (whether such Option is vested or unvested, but only to the extent it has not yet been exercised as of such time) shall be cancelled and converted into the right to receive the Option Consideration, subject to withholding as provided in Section 2.2(g). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. (c) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder of Options the applicable Closing Option Consideration in accordance with the

Treatment of Options and Restricted Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Company Common Stock then outstanding under the Company Stock Plan, or any other stock option or compensation plan, arrangement or agreement of the Company (a “Company Stock Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to purchase shares of Company Common Stock and shall be converted into an option (an “Adjusted Option”) to purchase, on the same terms and conditions as applied to each such Company Stock Option immediately prior to the Effective Time (including, without limitation, the same vesting conditions), the number of whole shares of Parent Common Stock that is equal to the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Per Share Merger Consideration (rounded to the nearest whole share), at an exercise price per share of Parent Common Stock (rounded up to the nearest whole pxxxx) equal to the exercise price for each such share of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time divided by the Per Share Merger Consideration; provided that in no event shall the number of shares of Parent Common Stock subject to such Adjusted Options exceed 717,024 (the “Aggregate Adjusted Options”), and, provided, further, that the exercise price and the number of shares of Parent Common Stock subject to such Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code. (b) Prior to the Effective Time, the Company Parent shall (i) take such actions as may be all corporate action necessary so that all Options shall be (A) duly exercised and to reserve for future issuance a sufficient additional number of shares of Parent Common Stock issued in to provide for the satisfaction of its obligations, if any, with respect of to the Option in accordance with the terms of the applicable Option agreement prior to Adjusted Options. As soon as practicable following the Effective Time, 13 Parent shall file a registration statement on Form S-8 (Bor any successor or other appropriate form) surrendered with respect to the Adjusted Options and cancelled as shall use its reasonable efforts to maintain the effectiveness of such registration statement (and to maintain the current status of the prospectus or prospectuses contained therein) for so long as such Adjusted Options remain outstanding. (c) At the Effective Time Time, any restrictions on transfer and/or forfeiture with respect to Company Common Stock issued and outstanding on the date immediately preceding the date hereof that is held by the individuals listed on Annex A hereto in such amounts set forth next to such person’s name and that is restricted under the Company Stock Plan or any other stock or compensation plan, agreement or arrangement of the Company shall, with no further action on the part of the Company or the holder thereof, terminate or lapse; and such shares of Company Common Stock thereon shall fully vest and be automatically converted into the right to receive the Option Per Share Merger Consideration payable on terms and conditions set forth in cash to Section 3.2; (d) If any shares of Company Common Stock are issued on or after the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments describeddate hereof, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of such shares are outstanding immediately prior to the Effective Time; Time and (ii) take such actions as may be necessary so that all Common Shares that are unvested or are subject to a repurchase option in favor option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased upon any termination of the stockholders’ employment, directorship or other relationship with the Company (and/or any Subsidiary of the Company), under the terms of any agreement with the Company (and/or any Subsidiary of the Company ), that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the Merger, then with respect to such shares of Company Common Stock (“Company Restricted Stock”), the shares of Parent Common Stock issued upon the conversion of such shares in the Merger will continue to be unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Effective Time (“Parent Restricted SharesStock”), and the certificates representing such shares of Parent Restricted Stock may accordingly be marked with appropriate legends noting such repurchase options, risks of forfeiture or other conditions. (e) shall be accelerated as If any shares of Parent Common Stock are outstanding immediately prior to the Effective Time and shallare unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased upon any termination of the stockholders’ employment, directorship or other relationship with the Parent (and/or any Subsidiary of Parent), under the terms of any agreement with Parent (and/or any Subsidiary of Parent), that does not by virtue its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the Merger, then with respect to such shares of Parent Common Stock, such shares will continue to be converted into unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Effective Time. (f) Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of Company Stock Options immediately prior to the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the agreements formerly representing the right to receive purchase Company Common Stock pursuant to exercise of a Company Stock Option to the portion Exchange Agent) for use in such exchange for Adjusted Options. (g) As of the Effective Time, Parent shall assume the obligations and succeed to the rights of the Company under the Company Stock Consideration payable pursuant to Section 2.1(c) of this Agreement Plan with respect to Common Sharesthe Adjusted Options and the Parent Restricted Stock. The installment payments received by All contractual restrictions or limitations on transfer with respect to the Company Stock Options and the Company Restricted Stock, to the extent that such restrictions shall not have already lapsed (whether as a holder result of an Option under this Section 2.5(athe Merger or otherwise), and except as otherwise expressly provided in the Company Stock Plan or contact or agreement with the Company, shall remain in full force and effect with respect to the Adjusted Options and the Parent Restricted Stock from and after the Merger. (h) are intended Upon the lapsing of restrictions on shares of Parent Restricted Stock, Parent and/or the Exchange Agent shall be entitled to deduct and withhold such amounts as may be required to be separate “payments” for purposes of Section 409A of deducted and withheld with respect to such payment under the Code and the guidance rules and regulations promulgated thereunder, or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent and/or the Exchange Agent such withheld amounts shall be treated 14 for all purposes of this Agreement as having been paid to the party in respect of which such deduction and withholding was made. (bi) At The compensation committee of Parent shall adopt a resolution in advance of the Effective Time, each Option Time providing that is then outstanding the receipt by Company Insiders (whether such Option is vested as defined below) of Parent Common Stock or unvested, but only other equity securities of Parent pursuant to the extent it has not yet been exercised as Merger or other transactions contemplated by this Agreement is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act. For purposes of such time) shall be cancelled this Section 3.3(i), “Company Insiders” means those officers and converted into directors of the right to receive the Option Consideration, Company who will become subject to withholding as provided in the reporting requirements of Section 2.2(g). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. (c16(a) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder Exchange Act as insiders of Options Parent in conjunction with the applicable Closing Option Consideration in accordance with theMerger.

Treatment of Options and Restricted Stock. (a) Immediately prior to the Effective Time, each then outstanding employee or other stock option and each then outstanding director stock option (each, an "OPTION"), whether or not then vested or exercisable, shall be (or, if not previously vested and exercisable, shall become) vested and exercisable and such Options immediately thereafter shall be cancelled by the Company, and each holder of a cancelled Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company (and, if necessary, Parent shall provide funds to the Company sufficient for such payments) in consideration for the cancellation of such Option an amount in cash equal to the product of (i) the number of shares of Company Common Stock previously subject to such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock previously subject to such Option, less any applicable withholding taxes. (b) Immediately prior to the Effective Time, all restrictions on all outstanding shares of restricted Company Common Stock granted to employees or directors shall lapse, and such shares of Company Common Stock shall be converted into the right to receive the Merger Consideration in accordance with SECTION 1.8(A)(I). (c) The Company shall (i) take all actions necessary and appropriate so that all stock or other equity based plans maintained with respect to the Company Common Stock, including, without limitation, the stock or other equity based plans listed on Section 3.1(p) of the Company Disclosure Schedule ("OPTION PLANS"), shall terminate as of the Effective Time, (ii) use its reasonable best efforts to provide that any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be amended to provide that no further issuances, transfers or grants shall be permitted from and after the Effective Time, and (iii) use its reasonable best efforts to provide that, from and after the Effective Time, no holder of an Option or any participant in any Option Plan shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation. Prior to the Effective Time, the Company shall use its reasonable best efforts to (ix) take such actions as may be obtain all necessary so that all consents from, and provide (in a form reasonably acceptable to Parent) any required notices to, holders of Options shall be and (Ay) duly exercised and shares of Common Stock issued in respect of the Option in accordance with amend the terms of the applicable Option agreement prior Plan, in each case, as is necessary to give effect to the Effective Time, (B) surrendered and cancelled as of the Effective Time and converted into the right to receive the Option Consideration payable in cash to the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments described, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of immediately prior to the Effective Time; and (ii) take such actions as may be necessary so that all Common Shares that are unvested or are subject to a repurchase option in favor of the Company (the “Restricted Shares”) shall be accelerated as of immediately prior to the Effective Time and shall, by virtue of the Merger, be converted into the right to receive the portion of the Stock Consideration payable pursuant to Section 2.1(c) provision of this Agreement with respect to Common Shares. The installment payments received by a holder of an Option under this Section 2.5(a) are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder. (b) At the Effective Time, each Option that is then outstanding (whether such Option is vested or unvested, but only to the extent it has not yet been exercised as of such time) shall be cancelled and converted into the right to receive the Option Consideration, subject to withholding as provided in Section 2.2(g). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. paragraph (c) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder of Options the applicable Closing Option Consideration in accordance with the).

Treatment of Options and Restricted Stock. (a) At the Effective Time, each option or similar right (each, a “Company Stock Option”) to purchase Shares granted under any employee or Director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled and, in exchange therefor (and full satisfaction thereof), the Surviving Corporation shall pay, and Parent shall cause the Surviving Corporation to pay, to each former holder of any such cancelled Company Stock Option as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Taxes) equal to the product of (i) the excess (if any) of the Merger Consideration over the exercise price per Share under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, then such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. (b) Immediately prior to the Effective Time, all unvested restricted stock grants or portions thereof (each, an “Unvested Restricted Stock Grant”) made under the Company Equity Plans outstanding immediately prior to the Effective Time shall vest and, along with all other vested restricted stock grants, shall be entitled to the Merger Consideration pursuant to Section 3.1(a). (c) Prior to the Effective Time, the Company shall (i) take deliver all required notices to each holder of Company Stock Options and/or Unvested Restricted Stock Grants setting forth each holder’s rights pursuant to the respective Company Equity Plan, stating that such actions as may be necessary so that all Company Stock Options and Unvested Restricted Stock Grants shall be (A) duly exercised and shares of Common Stock issued treated in respect of the Option manner set forth in accordance with the terms of the applicable Option agreement prior to the Effective Time, (B) surrendered and cancelled as of the Effective Time and converted into the right to receive the Option Consideration payable in cash to the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement3.2. (d) The Company shall take all actions necessary to ensure that, which agreement shall be effective as of the Effective Time, in (i) the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments described, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of immediately prior to the Effective Time; Company Equity Plans shall terminate and (ii) take such actions as may be necessary so that all Common Shares that are unvested no holder of a Company Stock Option or are subject Unvested Restricted Stock Grant, or any participant in any Company Equity Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee Director plan maintained by the Company, shall have any rights to a repurchase option acquire, or other rights in favor respect of, the capital stock of the Company (Company, the “Restricted Shares”) shall be accelerated as Surviving Corporation or any of immediately prior to the Effective Time and shalltheir Subsidiaries, by virtue of the Merger, be converted into except the right to receive the portion of the Stock Consideration payable pursuant to payment contemplated by Section 2.1(c3.2(a) of this Agreement in cancellation and settlement thereof (with respect to Common Shares. The installment payments received by a holder of an Option under this Section 2.5(aCompany Stock Options) are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder. (b) At the Effective Time, each Option that is then outstanding (whether such Option is vested or unvested, but only to the extent it has not yet been exercised as of such time) shall be cancelled and converted into the right to receive the Option Consideration, subject Merger Consideration (with respect to withholding as provided in Section 2.2(gUnvested Restricted Stock Grants). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. (c) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder of Options the applicable Closing Option Consideration in accordance with the

Treatment of Options and Restricted Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Company Common Stock then outstanding under the Company Stock Plan, or any other stock option or compensation plan, arrangement or agreement of the Company (a “Company Stock Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to purchase shares of Company Common Stock and shall be converted into an option (an “Adjusted Option”) to purchase, on the same terms and conditions as applied to each such Company Stock Option immediately prior to the Effective Time (including, without limitation, the same vesting conditions), the number of whole shares of Parent Common Stock that is equal to the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Per Share Merger Consideration (rounded to the nearest whole share), at an exercise price per share of Parent Common Stock (rounded up to the nearest whole pxxxx) equal to the exercise price for each such share of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time divided by the Per Share Merger Consideration; provided that in no event shall the number of shares of Parent Common Stock subject to such Adjusted Options exceed 717,024 (the “Aggregate Adjusted Options”), and, provided, further, that the exercise price and the number of shares of Parent Common Stock subject to such Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code. (b) Prior to the Effective Time, the Company Parent shall (i) take such actions as may be all corporate action necessary so that all Options shall be (A) duly exercised and to reserve for future issuance a sufficient additional number of shares of Parent Common Stock issued in to provide for the satisfaction of its obligations, if any, with respect of to the Option in accordance with the terms of the applicable Option agreement prior to Adjusted Options. As soon as practicable following the Effective Time, Parent shall file a registration statement on Form S-8 (Bor any successor or other appropriate form) surrendered with respect to the Adjusted Options and cancelled as shall use its reasonable efforts to maintain the effectiveness of such registration statement (and to maintain the current status of the prospectus or prospectuses contained therein) for so long as such Adjusted Options remain outstanding. (c) At the Effective Time Time, any restrictions on transfer and/or forfeiture with respect to Company Common Stock issued and outstanding on the date immediately preceding the date hereof that is held by the individuals listed on Annex A hereto in such amounts set forth next to such person’s name and that is restricted under the Company Stock Plan or any other stock or compensation plan, agreement or arrangement of the Company shall, with no further action on the part of the Company or the holder thereof, terminate or lapse; and such shares of Company Common Stock thereon shall fully vest and be automatically converted into the right to receive the Option Per Share Merger Consideration payable on terms and conditions set forth in cash to Section 3.2; (d) If any shares of Company Common Stock are issued on or after the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments describeddate hereof, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of such shares are outstanding immediately prior to the Effective Time; Time and (ii) take such actions as may be necessary so that all Common Shares that are unvested or are subject to a repurchase option in favor option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased upon any termination of the stockholders’ employment, directorship or other relationship with the Company (and/or any Subsidiary of the Company), under the terms of any agreement with the Company (and/or any Subsidiary of the Company ), that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the Merger, then with respect to such shares of Company Common Stock (“Company Restricted Stock”), the shares of Parent Common Stock issued upon the conversion of such shares in the Merger will continue to be unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Effective Time (“Parent Restricted SharesStock”), and the certificates representing such shares of Parent Restricted Stock may accordingly be marked with appropriate legends noting such repurchase options, risks of forfeiture or other conditions. (e) shall be accelerated as If any shares of Parent Common Stock are outstanding immediately prior to the Effective Time and shallare unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased upon any termination of the stockholders’ employment, directorship or other relationship with the Parent (and/or any Subsidiary of Parent), under the terms of any agreement with Parent (and/or any Subsidiary of Parent), that does not by virtue its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the Merger, then with respect to such shares of Parent Common Stock, such shares will continue to be converted into unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Effective Time. (f) Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of Company Stock Options immediately prior to the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the agreements formerly representing the right to receive purchase Company Common Stock pursuant to exercise of a Company Stock Option to the portion Exchange Agent) for use in such exchange for Adjusted Options. (g) As of the Effective Time, Parent shall assume the obligations and succeed to the rights of the Company under the Company Stock Consideration payable pursuant to Section 2.1(c) of this Agreement Plan with respect to Common Sharesthe Adjusted Options and the Parent Restricted Stock. The installment payments received by All contractual restrictions or limitations on transfer with respect to the Company Stock Options and the Company Restricted Stock, to the extent that such restrictions shall not have already lapsed (whether as a holder result of an Option under this Section 2.5(athe Merger or otherwise), and except as otherwise expressly provided in the Company Stock Plan or contact or agreement with the Company, shall remain in full force and effect with respect to the Adjusted Options and the Parent Restricted Stock from and after the Merger. (h) are intended Upon the lapsing of restrictions on shares of Parent Restricted Stock, Parent and/or the Exchange Agent shall be entitled to deduct and withhold such amounts as may be required to be separate “payments” for purposes of Section 409A of deducted and withheld with respect to such payment under the Code and the guidance rules and regulations promulgated thereunder, or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent and/or the Exchange Agent such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the party in respect of which such deduction and withholding was made. (bi) At The compensation committee of Parent shall adopt a resolution in advance of the Effective Time, each Option Time providing that is then outstanding the receipt by Company Insiders (whether such Option is vested as defined below) of Parent Common Stock or unvested, but only other equity securities of Parent pursuant to the extent it has not yet been exercised as Merger or other transactions contemplated by this Agreement is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act. For purposes of such time) shall be cancelled this Section 3.3(i), “Company Insiders” means those officers and converted into directors of the right to receive the Option Consideration, Company who will become subject to withholding as provided in the reporting requirements of Section 2.2(g). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. (c16(a) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder Exchange Act as insiders of Options Parent in conjunction with the applicable Closing Option Consideration in accordance with theMerger.

Treatment of Options and Restricted Stock. (a) Prior Each option to purchase Shares of Company Common Stock granted under any Company Plan (collectively, the “Options”) that is outstanding and unexercised (whether or not then exercisable), shall become fully vested and exercisable immediately prior to the Effective Time, and to the extent not exercised, shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 1.3(c), be entitled to receive an amount in cash equal to the product of (i) the excess, if any, of (1) the Cash Value of the Merger Consideration, over (2) the exercise price per share of Company Common Stock subject to such Option, and (ii) the total number of shares of Company Common Stock subject to such fully vested and exercisable Option as in effect immediately prior to the Effective Time (the “Option Consideration”) that have not been exercised. The Option Consideration shall be paid in a lump sum within five (5) Business Days following the Effective Time. No later than five (5) days prior to the Effective Time, the Company shall notify all holders of Options (i“Option Holders”) take that such actions as may be necessary so that all Options shall be (A) duly exercised will become fully vested and shares of Common Stock issued in respect exercisable immediately prior to consummation of the Option Merger and the Options will be canceled in accordance with the terms of the applicable Option agreement prior to the Effective Time, (B) surrendered and cancelled as of the Effective Time and converted into exchange for the right to receive the Option Consideration payable in cash to the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments described, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of immediately if not exercised prior to the Effective Time; and (ii) take such actions as may . No Option Consideration will be necessary so paid with respect to any Option that all Common Shares that are unvested has an exercise price equal to or are subject to a repurchase option in favor greater than the Option Consideration. For purposes of this Section 1.3(a), the Cash Value of the Merger Consideration shall mean $0.9068. (b) Immediately prior to the Effective Time, any then-outstanding restricted shares of Company Common Stock issued pursuant to any Company Plans or otherwise (the “Restricted SharesStock”) shall be accelerated as become fully vested and all restrictions on the Restricted Stock shall lapse. Such Shares of immediately prior Company Common Stock subject to the Effective Time and shall, by virtue of the Merger, Restricted Stock shall be converted into the right to receive the portion of the Stock Merger Consideration payable pursuant to Article II, and Parent shall withhold such amounts as are necessary in accordance with Section 2.1(c) of this Agreement with respect to Common Shares. The installment payments received by a holder of an Option under this Section 2.5(a) are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder. (b) At the Effective Time, each Option that is then outstanding (whether such Option is vested or unvested, but only to the extent it has not yet been exercised as of such time) shall be cancelled and converted into the right to receive the Option Consideration, subject to withholding as provided in Section 2.2(g1.3(c). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. (c) The Buyer All amounts payable pursuant to this Section 1.3 shall cause the Surviving Corporation to pay as promptly as practicable (and in be reduced by any event, no later than the next payroll date required withholding of the Surviving Corporation) to each holder of Options the applicable Closing Option Consideration taxes in accordance with theSection 2.3 and shall, except as otherwise provided in this Section 1.3, be paid without interest. The Company shall take all actions as are necessary and appropriate to effectuate the cancellation of the Options and the vesting of the Restricted Stock pursuant to this Section 1.3.

Treatment of Options and Restricted Stock. (a) Immediately prior to the Effective Time, each then outstanding employee or other stock option and each then outstanding director stock option (each, an “Option”), whether or not then vested or exercisable, shall be (or, if not previously vested and exercisable, shall become) vested and exercisable and such Options immediately thereafter shall be canceled by the Company, and each holder of a canceled Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such Option the number of shares of GE Common Stock (each a “Substitute Share”), in an amount equal to: A = number of shares of Company Common Stock subject or related to such Option B = $14.50 C = exercise or purchase price per share of Company Common Stock subject or related to such Option T = all applicable federal, state and local taxes required to be withheld by the Parent, and remitted to the appropriate taxing authority by Parent, per share of Company Common Stock subject or related to such Company Stock Option D = the Merger Consideration Parent shall pay cash to holders of Substitute Shares in lieu of issuing fractional shares of GE Common Stock. (b) Immediately prior to the Effective Time, all restrictions on all outstanding shares of restricted Company Common Stock granted to employees or directors shall lapse, and such shares of Company Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 1.8(c). (c) The Company shall (i) take all actions necessary and appropriate so that all stock or other equity based plans maintained with respect to the Company Common Stock, including the stock or other equity based plans listed on Section 3.1(o) of the Company Disclosure Schedule (“Option Plans”), shall terminate as of the Effective Time, (ii) use its reasonable best efforts to provide that any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be amended to provide that no further issuances, transfers or grants shall be permitted from and after the Effective Time, and (iii) use its reasonable best efforts to provide that, from and after the Effective Time, no holder of an Option or any participant in any Option Plan shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation. Prior to the Effective Time, the Company shall use its reasonable best efforts to (ix) take such actions as may be obtain all necessary so that all Options shall be consents from, and provide (Ain a form reasonably acceptable to Parent) duly exercised any required notices to, holders of Options, and shares of Common Stock issued in respect of the Option in accordance with (y) amend the terms of the applicable Option agreement prior Plan, in each case, as is necessary to give effect to the Effective Time, (B) surrendered and cancelled as provision of the Effective Time and converted into the right to receive the Option Consideration payable in cash to the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments described, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of immediately prior to the Effective Time; and (ii) take such actions as may be necessary so that all Common Shares that are unvested or are subject to a repurchase option in favor of the Company (the “Restricted Shares”) shall be accelerated as of immediately prior to the Effective Time and shall, by virtue of the Merger, be converted into the right to receive the portion of the Stock Consideration payable pursuant to Section 2.1(c) of this Agreement with respect to Common Shares. The installment payments received by a holder of an Option under this Section 2.5(a) are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder1.9. (b) At the Effective Time, each Option that is then outstanding (whether such Option is vested or unvested, but only to the extent it has not yet been exercised as of such time) shall be cancelled and converted into the right to receive the Option Consideration, subject to withholding as provided in Section 2.2(g). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence. (c) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder of Options the applicable Closing Option Consideration in accordance with the