Common use of Treatment of Options Clause in Contracts

Treatment of Options. As of the Effective Time, each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.

Treatment of Options. As of the Effective Time, each outstanding option to purchase shares Shares (the “Company Options”), under any stock option plan of the Company, including the Micronetics 2006 Equity Incentive Plan, as amended, and any other plan, agreement or arrangement of the Company Common Stock granted pursuant to a or any Company Subsidiary described in Section 2.4 of the Company Disclosure Letter (collectively, the “Company Equity Plan or otherwise (eachPlans”), a “Company Option”) that which is outstanding vested immediately prior to the Effective Time (whether vested or unvestedeach, a “Vested Option”) shallshall be cancelled and, without any further action on the part in exchange therefor, each former holder of any such cancelled Vested Option shall be entitled to receive, in consideration of the cancellation of such Vested Option and in settlement therefor, 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 Vested Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Vested Option (such amounts payable hereunder, the “Option Payments”). From and after the Effective Time, any such cancelled Vested Option shall no longer be exercisable by the former holder thereof, be assumed but shall only entitle such holder to the payment of the Option Payment. Effective as of the Effective Time, Parent shall assume the Company Equity Plans and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such each Company Option, which is unvested immediately prior to the Effective Time (each, an “Assumed Company Option”) together with the option agreements representing each such Assumed Company Option; provided, however that the Parent shall not assume the Micronetics 2003 Equity Incentive Plan, as amended or any Company Options issued thereunder. Each Assumed Company Option shall thereafter be exercisable for such number of shares of Parent’s common stock of Parentstock, par value $0.01 .01 per share (the “Parent Common Stock”) as equals the number of shares of Common Stock subject to such Assumed Company Option multiplied by the Option Exchange Ratio (rounded down to the nearest whole share) number). The exercise price per share of each such Assumed Company Option shall be equal to (x) the product of (A) exercise price per share set forth in the number of shares of Company Common Stock subject to option agreement for such Assumed Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). The Company and (Bthe administrator of the Company Equity Plans shall each provide reasonable cooperation to the Parent in connection with its assumption of the Company Equity Plans and Assumed Company Options on the terms and conditions set forth in this Section 2.4 including providing necessary information and any notices to employees. For the avoidance of doubt, the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Code. “Option Exchange Ratio” means the quotient obtained by dividing (i) the Merger Consideration Per Share Amount by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise average closing price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per of a share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject as reported on the Nasdaq Global Select Market during the 20 trading-day period ending on the second to such option last Nasdaq trading day immediately prior to the Closing Date. Attached as Exhibit E is a model calculation for the Option Exchange Ratio and the terms number and conditions of exercise of such option shall be determined in a manner consistent with price for the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Assumed Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.

Treatment of Options. As (a) At the Effective Time of the Effective TimeMerger, each outstanding option to purchase shares of Company Common Stock granted (a "Company Stock Option") issued pursuant to a the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Equity Plan or otherwise (eachStock Plans"), a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, shall be assumed and converted into deemed to constitute an option to purchase from Parentacquire, on the same terms and conditions as were applicable to under such Company Stock Option, that number of those shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the nearest whole share) Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (xy) the product of (A) aggregate exercise price for the number of shares of Company Common Stock subject purchasable pursuant to such Company Stock Option and divided by (Bz) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per number of full shares of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject deemed purchasable pursuant to such Company Stock Option by (ii) the Exchange Ratio (each, as so adjusted, a “"Converted Parent Option”"); provided, however, that in the case of any Company Options option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the CodeCode ("incentive stock options"), the exercise option price, the number of shares of Parent Common Stock subject purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code. All rounding described If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in this Section 2.3(a) Exhibit A), any CVPs due pursuant thereto shall be done on an aggregate basisterminate and become null and void. The Converted If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Options shall have Common Stock received upon the same vesting schedule (including any acceleration exercise of vesting as provided in the relevant Company Equity Plans or an applicable award agreement) as Stock Option, the Company Options and otherwise shall have the same terms and conditions as were applicable CVPs due pursuant to such Company Options; provided, that Parent shares sold shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Codeterminate and become null and void.

Treatment of Options. As of (i) Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise Shares (each, a “Company Option”) that is outstanding vested and was granted under any stock option plan of the Company or any other equity plan or other Contract (collectively, the “Company Stock Option Plans”), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive from the Company, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to all applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of vested Shares subject to such Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”), with the understanding that, for purposes of this clause, if there are different exercise prices for different Company Options held by the same holder, separate calculations shall be made for each exercise price. Notwithstanding the foregoing and for the avoidance of doubt, to the extent the 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 the Offer Price, the Company Option shall be terminated and cancelled at the Effective Time and no Option Payment shall be made. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, if any. The Option Payments shall be paid by Parent or the Surviving Corporation as soon as practicable following the Effective Time, without interest. Each Company Option that is unvested immediately prior to the Effective Time (whether vested after giving effect to any accelerated vesting that occurs in connection with the Offer or unvested) shallthe Merger, including, without limitation, any further action on accelerated vesting that occurs pursuant to Section 2.4(a)(iii)) and is held by an individual who, after the part Effective Time, is not an “employee” of any holder thereofParent or an affiliate of Parent within the meaning of General Instruction A(1)(a)(1) of Form S-8, shall be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies cancelled as of immediately prior to the Effective Time by reason without payment of its qualification under Section 422 of the Codeany Merger Consideration or other amount with respect thereto or in settlement therefor, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms Company shall take all necessary action to provide for such cancellation and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Codetreatment.

Treatment of Options. As of Prior to the Merger Effective Time, Xxxxxx and Merger Sub shall take all such actions as may be necessary to cause each unexpired and unexercised option, whether or not vested or exercisable, under stock option plans of Xxxxxx with respect to purchase shares of Company Xxxxxx Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company an "Option”") that is outstanding immediately prior to be automatically converted at the Merger Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, be assumed and converted into an option (an "Exchange Option") to purchase from Parentpurchase, on the same terms and conditions as were applicable to each such Company OptionOption immediately before the Merger Effective Time (except for any changes in vesting rights or acceleration of exercise rights pursuant to the terms of the stock option plans and related agreements in existence as of the date of this Agreement, that result from the occurrence of the Transactions), (i) that number of shares of common stock of Parent, par value $0.01 (the “Parent Surviving Corporation Common Stock”) (rounded down to the nearest whole share) Stock equal to (x) the product of (A) the number of shares of Company Xxxxxx Common Stock subject issuable immediately prior to such Company the Merger Effective Time upon exercise of the Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise a price per Parent Common Stock (rounded up to the nearest whole cent) share equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject which existed under the corresponding Option immediately prior to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”)Merger Effective Time; provided, however, that in the case of any Company Options Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option conversion formula shall be determined in a manner consistent adjusted, if necessary, to comply with the requirements of Section 424(a) of the Code. All rounding described in In connection with the issuance of Exchange Options, the Surviving Corporation shall (a) reserve for issuance the number of shares of Surviving Corporation Common Stock that will become subject to Exchange Options pursuant to this Section 2.3(a1.9 and (b) shall be done on an aggregate basis. The Converted Parent Options shall have from and after the same vesting schedule (including any acceleration Merger Effective Time, upon exercise of vesting as provided in Exchange Options, make available for issuance all shares of Surviving Corporation Common Stock covered thereby, subject to the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions applicable thereto. Prior to the Merger Effective Time, the Board of Directors of Xxxxxx, or an appropriate committee of non-employee directors thereof, as were applicable, shall adopt resolutions consistent with the interpretive guidance of the U.S. Securities and Exchange Commission (the "SEC") and any other applicable securities regulatory authorities so that the disposition of the Options and the acquisition of the Exchange Options, any shares of Surviving Corporation Common Stock or any other equity securities or derivative securities of the Surviving Corporation pursuant to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in this Agreement by any officer or director of Xxxxxx who may become a manner that would not cause covered person of the Converted Parent Options to be treated as the grant of a new stock right Surviving Corporation for purposes of Section 409A 16(b) of the CodeSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), shall be exempt for purposes of Section 16 of the Exchange Act. Restricted stock units with respect to Xxxxxx Common Stock and other incentive compensation awards (including awards under the LTAP (as defined in the Stock Purchase Agreement)) payable in, or determined by reference to, shares of Xxxxxx Common Stock will be converted into an equal number of restricted stock units (or incentive compensation awards) with respect to Surviving Corporation Common Stock.

Treatment of Options. As Immediately prior to the Closing, the US Company shall take all actions necessary so that each Option then outstanding shall, contingent upon the Closing, become fully vested and exercisable (whether or not currently exercisable) and, immediately prior to the Closing, each Option not theretofore exercised shall, contingent upon the Closing, be cancelled for the consideration set forth in this Section 1.2 (the “Option Cancellation”). In exchange for the Option Cancellation, each Optionholder will receive, subject to any applicable withholding obligation, a portion of the Effective TimeClosing Payment, the Escrow Amount and the Stockholders’ Agent Expense Fund Amount allocated to such Optionholder in accordance with such Optionholder’s Pro Rata Basis as set forth opposite such Optionholder’s name on Schedule 1.2 (the “Selling Parties Allocation Schedule”), minus the applicable Exercise Price of such Option (the net of which is referred to as such Optionholder’s “Option Consideration”). For the avoidance of doubt, the Exercise Price of such Option shall first be deducted from such Optionholder’s allocation of the Closing Payment (such net amount, such Optionholder’s “Closing Option Consideration”), and if such amount is insufficient, then from their share of the Stockholders’ Agent Expense Fund Amount and finally from their allocation of the Escrow Amount and the remaining portion of the Escrow Amount and Stockholders’ Agent Expense Fund Amount shall be distributed to the Optionholders in accordance with the terms and subject to the conditions set forth in the Escrow Agreement (as defined below) and in Section 10.1(c), respectively. In exchange for receipt of such Option Consideration, all obligations of the Acquired Companies and the Selling Stockholders hereunder and under the cancelled Options and any other similar stock option or other equity compensation arrangements between the Optionholders and the Acquired Companies shall be forever extinguished and the Optionholders shall have no further rights under such cancelled Options or any other stock option or equity compensation awards whatsoever. Further, by executing this Agreement, each option Optionholder hereby: (a) unconditionally releases, remises and discharges the Acquired Companies, the Selling Stockholders, the Purchaser and their respective Subsidiaries and Affiliates, together with their respective directors, officers and employees, from any known and unknown claims with respect to the cancelled Options and any other equity compensation awards including any Tax or other liabilities relating to the cancelled Options and (b) other than the Option Consideration, waives any and all rights to, or claims for, any form of compensation in connection with the cancelled Options as well as any rights to purchase shares of Company the Acquired Companies’ Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to or in connection with the Effective Time consummation of the Transactions. Prior to the Closing, the board of directors of the US Company (whether vested or, if appropriate, any committee thereof) shall take all such actions, if any, as may be necessary to terminate the Options and any rights with respect thereto, in each case, in accordance with this Section 1.2, and any other plan, program, arrangement or unvested) shall, without any further action on agreement providing for the part issuance or grant of any holder thereof, be assumed and converted into an option to purchase from Parent, on other interest in respect of the same terms and conditions as were applicable to such Company Option, that number of shares of common capital stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the CodeUS Company.

Treatment of Options. As of Immediately prior to the Effective TimeClosing, each option the Sellers shall cause the Company to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan take all actions necessary so all Options then outstanding shall become fully vested and exercisable (whether or otherwise (eachnot currently exercisable) and, a “Company Option”) that is outstanding immediately prior to the Effective Time Closing, each Option not theretofore exercised shall be cancelled without any future liability to the Buyer, the Company or any other Person after the Closing, in exchange for the right to receive the payment described in the following sentence (whether vested or unvested) shallsuch payments in the aggregate, the “Aggregate Option Consideration”). The Company shall cause each Optionholder exercising any Options prior to the Closing to agree in writing to become a party to this Agreement as a Seller and to be bound by, and subject to, all of the covenants, terms and conditions of this Agreement that are binding upon the Sellers and the Annexes attached hereto shall be deemed to have been updated without any further action on of the part parties hereto to reflect that each such Optionholder has become a Seller. Subject to the other provisions of any this Section 2.4, each holder thereofof an Option that is cancelled pursuant to this Section 2.4 shall, in respect of each such Option, be assumed and converted into entitled to a cash payment in an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) amount equal to (x) the product of (AI) the number excess, if any, of shares of Company Common Stock subject to such Company Option and (Bi) the quotient obtained by dividing (iA) the Merger Consideration by (ii) Estimated Purchase Price plus the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an aggregate exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company all Options to which Section 421 of the Code applies outstanding as of the Effective Time time of cancellation by reason of its qualification under Section 422 (B) the sum of the Code, total number of Shares outstanding as of the exercise price, Closing (after giving effect to the Option Cancellation) and the number of shares of Parent Common Stock subject to all Options outstanding at the time of cancellation over (ii) the applicable Exercise Price of each Option, multiplied by (II) the number of shares of Common Stock underlying such option Options. The Company shall be entitled to, and the terms Buyer will cause the Company at the Closing to, deduct and conditions of withhold from the amounts otherwise payable pursuant to this Section 2.4 to any Optionholder such amounts (the “Withholding Amounts”) as the Company is required to deduct and withhold in connection with the exercise of the underlying Option or with respect to the making of such option payment under the Code, or any provision of state, local or foreign tax law and to properly remit such amount to the appropriate Tax authority. To the extent that Withholding Amounts are so deducted and withheld by the Company, such Withholding Amounts shall be determined treated for all purposes of this Agreement and shall be included in a manner consistent with the requirements Aggregate Option Consideration as having been paid to the Optionholder in respect of Section 424(a) which such deduction and withholding were made by the Company. To the extent permissible by applicable law, the Sellers and the Buyer shall treat, and cause their Affiliates to treat, the U.S. federal and state income tax deductions resulting from the payment obligations of the Code. All rounding Company in cancellation of the Options described in this Section 2.3(a2.4, the U.S. federal and state income tax deductions resulting from the accrual or payment of any Indebtedness, “change in control” and “stay bonus” or similar payments as deductible in the Pre-Closing Date Taxable Period, and, in the case of a Straddle Period, as allocable for the purposes of this Agreement to the Pre-Closing Date Taxable Period included in such Straddle Period, and shall not take any position inconsistent therewith. For the avoidance of doubt, the Sellers and the Buyer shall not treat, and shall cause their Affiliates not to treat, the “next day” rule of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar provision of state or local Tax Law as applying to the deductions described in the previous sentence, and no elections that would result in the ratable allocation of such deductions shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including made under Treasury Regulation Section 1.1502-76(b)(2) or any acceleration similar provision of vesting as provided in the Company Equity Plans state or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Codelocal Tax Law.

Treatment of Options. As of (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock granted (a "Company Stock Option") issued pursuant to a the Company's 1989 Stock Option Plan, 1997 Equity Incentive Plan and 1997 Non- Officer Equity Incentive Plan (collectively with the 1994 Non-Employee Directors' Stock Option Plan, the "Company Equity Plan or otherwise (eachStock Plans"), a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, shall be assumed and converted into an option (a "Parent Stock Option") to purchase from Parentacquire, on the same terms and conditions as were applicable to under such Company Stock Option, that a number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) Stock equal to (x) the product of (A1) the number of shares of Company Common Stock subject to such Company Stock Option and multiplied by (B2) the quotient obtained by dividing Exchange Ratio, rounded down to the nearest whole share, at a price per share equal to (ix) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common share for such Company Stock Option divided by (y) the Exchange Ratio, rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) ; provided, however, that the exercise price per share of each Parent Stock Option held by an individual who is an employee of or consultant to the Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of or any Company Options to which Section 421 of the Code applies Subsidiary as of the Effective Time by reason will not exceed the closing price of a share of Parent Common Stock on the NYSE Composite Transaction Tape on the date immediately prior to the Closing Date. Prior to the Effective Time, the board of directors of Parent and its qualification under Section 422 compensation committee, as applicable, shall take all necessary action to assume and adopt, as of the CodeEffective Time, the exercise priceCompany's 1997 Equity Incentive Plan, and shall have the discretion to assume and adopt, as of the Effective Time, each other Company Stock Plan in which a Parent Stock Option is outstanding following the Effective Time and which has not terminated by its terms. Within ten (10) business days after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices pursuant to the Company Stock Plans. If necessary, Parent shall comply with the terms of the Company Stock Plans and ensure, to the extent required by, and subject to the provisions of, the Company Stock Plans and applicable law, that Company Stock Options that qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Parent Stock Options. No later than five business days after the Effective Time, Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form, with respect to the shares of Parent Common Stock subject to such option options to the fullest extent permitted by law and shall use its reasonable best efforts to maintain the terms and conditions of exercise effectiveness of such option registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. Each outstanding purchase right under the Stock Purchase Plan shall be exercised for the purchase of shares of Company Common Stock at the price per share determined in a manner consistent with pursuant to the requirements of Stock Purchase Plan on the date immediately prior to the Closing Date, pursuant to Section 424(a12(b)(iii) of the CodeStock Purchase Plan (the "Final Offering Period"). All rounding described in this Section 2.3(a) Immediately following the Final Offering Period and upon or prior to the Effective Time, the Company shall take all action necessary to provide that the Stock Purchase Plan shall be done on an aggregate basis. The Converted Parent Options shall have terminated and that no Person has any further right to purchase Company Common Stock under the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the CodeStock Purchase Plan.

Treatment of Options. As of At the Effective Time, each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, and without any further action on the part of any holder thereof, the parties hereto: (a) no Options shall be assumed by Xxxxxx, Parent or the Surviving Corporation, (b) all Options shall terminate in accordance with the terms of the Stock Option Plan, (c) the Unvested Options shall not entitle the holder thereof to receive any consideration hereunder, and (d) notwithstanding anything to the contrary in the Stock Option Plan or in any stock option agreement, each Vested Option shall be deemed to have been exercised immediately prior to the Effective Time and converted into the right to receive (i) an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) amount equal to (x) the product of (A) the number of shares of Company Common Stock subject previously issuable immediately prior to the Effective Time if such Company Vested Option and were exercised immediately prior to the Effective Time, multiplied by (B) the quotient obtained by dividing excess of (i1) the Closing Per Share Common Merger Consideration by over (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i2) the exercise price per share of Company Common Stock subject previously issuable pursuant to such Company Vested Option by (the “Option Consideration”), payable (in accordance with Section 2.12) in cash to the holder thereof, without interest thereon, (ii) an amount equal to the Exchange Ratio product of (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options A) subject to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code7.4, the exercise pricePer Share Future Payment Amount for each Future Payment, if any, multiplied by (B) the number of shares of Parent Common Stock previously issuable immediately prior to the Effective Time if such Vested Option were exercised immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, (iii) an amount equal to the product of (A) subject to Section 7.4, the sum of (1) the Per Share Parent Final Balance Sheet Adjustment Payment Amount, if any, plus (2) the Per Share Holdback Payment Amount, if any, multiplied by (B) the number of shares of Common Stock previously issuable immediately prior to the Effective Time if such option Vested Option were exercised immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, and (iv) an amount equal to the terms and conditions product of exercise (A) the Per Share Tax Refund Amount for each Tax Refund, if any, multiplied by (B) the number of shares of Common Stock previously issuable immediately prior to the Effective Time if such option shall be determined Vested Option were exercised immediately prior to the Effective Time, payable in a manner consistent with cash to the requirements of holder thereof, without interest thereon, pursuant to Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis6.1(e). The Converted Parent Options shall have Company has taken such actions, including amending the same vesting schedule (including any acceleration of vesting Stock Option Plan and stock option agreements, as provided in is required to facilitate the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Codeforegoing.

Treatment of Options. As of the Effective TimeEach option, each option to purchase shares of warrant and security exercisable or convertible by its terms into Company Common Stock granted pursuant to a Company Equity Plan (including convertible promissory notes), whether vested or otherwise (eachunvested, a “Company Option”) that which is outstanding immediately prior to the Effective Time (whether vested or unvested) shalleach, without any further action on the part of any holder thereofa “Company Stock Option”), shall be assumed by Parent and converted into shall be deemed to constitute an option option, warrant or convertible security, as the case may be, to purchase from Parent, on acquire the same terms and conditions as were applicable to such Company Option, that number of shares of common stock Parent Common Stock as the holder of Parentsuch Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised or converted such Company Stock Option, par value $0.01 in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time) (the “Parent Common StockOption Consideration”) (rounded down to the nearest whole share) equal to (x) the product of (A) the ). The aggregate number of shares Shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to into which the nearest whole cent) Option Consideration will be convertible will equal no more than 8,489,568 Shares. The per share exercise price for the shares of Parent Common Stock issuable upon exercise of the Option Consideration will be equal to the quotient obtained determined by dividing (i) the exercise price per share of Company Common Stock subject at which each Company Stock Option was exercisable immediately prior to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the CodeExchange Ratio. For purposes hereof, the exercise price, “Exchange Ratio” shall equal the quotient of (i) the Fully Diluted number of shares of Parent Common Stock subject issued and outstanding immediately before the Effective Time (without giving effect to such option the Private Financing) divided by (ii) the Fully Diluted Number of Shares of Company Common Stock issued and outstanding immediately before the Effective Time, which equals 2,211,509. In order that no fractional shares of Parent Common Stock shall be issued as a result of the Merger, the number of shares issuable to each Company Stock Option holder pursuant to this Section 1.08 shall be rounded down to the nearest full share. All other terms and conditions of exercise of such option Parent options, warrants and/or convertible securities shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Stock Options and otherwise shall that have the same terms and conditions been converted, as were applicable to such Company Options; providedStock Options existed immediately prior to the Effective Time, with full credit being given for any vesting that has occurred prior to the Effective Time. As soon as practicable after the Effective Time, Parent shall convert deliver to each holder of a Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated Stock Option an option, warrant or convertible security, as the grant case may be, in Parent. Parent shall take all necessary corporate action to reserve for issuance a sufficient number of a new stock right shares of Parent Common Stock for purposes of Section 409A delivery upon exercise of the CodeOption Consideration. Parent will use its reasonable efforts to file, no later than 90 days following the Effective Time, a registration statement on Form S-8 (or any successor to Form S-8), to the extent available, so as to register the shares of Parent Common Stock subject to the Option Consideration eligible for a Form S-8, and shall use its reasonable efforts to effect such registration and to maintain the effectiveness of such registration statement (and the current status of the prospectus contained therein) for so long as such Option Consideration remains outstanding.

Treatment of Options. Prior to the Effective Time, the Board of Directors of the Company (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option (each, an "Option") heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock Option Plan, as amended (the "1997 Directors Plan"), the Company's 1992 Non-Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the "1988 Option Plan") (collectively, the "Company Stock Option Plans"), whether or not then vested or exercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be entitled to receive a payment in cash as provided in Section 5.8 hereof, if any (subject to any applicable withholding taxes, the "Cash Payment"), it being understood that a portion of the Options held by members of the Rollover Group will be cancelled in 11 exchange for substitute options to purchase shares of capital stock of the Surviving Corporation, as contemplated by the Securities Purchase Agreement. As provided herein, unless otherwise determined by Newco, the Company Stock Option Plans (and any feature of any other Benefit Plan (as defined in Section 2.11) or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company) shall terminate as of the Effective Time. The Company shall take all steps necessary to ensure that, each option after the date of the Original Agreement, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without acquire any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common capital stock of Parentthe Company or, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, except as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described otherwise provided in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have 1.11 or in Section 5.8 (or in connection with the same vesting schedule (including Securities Purchase Agreement), to receive any acceleration of vesting payment in respect thereof and, except as otherwise provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable above, to cause such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as cancelled or cause the grant of a new stock right for purposes of Section 409A holders of the CodeOptions to agree to such cancellation thereof as provided herein.

Treatment of Options. As of At the Effective Time, each unexpired and unexercised option to purchase shares Common Shares (the “Company Options”), under any stock option plan of the Company, including the Amended and Restated 1998 Incentive and Non-Qualified Stock Plan, the 2009 Stock Incentive Plan and any other similar plan, agreement or arrangement (the “Company Common Stock granted pursuant Option Plans”), whether or not then exercisable or vested, shall be fully vested and automatically (and without any action on the part of the holder thereof) be cancelled, cease to exist and no longer be exercisable or outstanding, and in exchange therefor, each such cancelled Company Option shall be converted into a vested right (the “Right”) entitling the holder thereof to receive from the Surviving Corporation on the date of the first regularly-scheduled payroll run following the Effective Time, but in any event no later than seven (7) calendar days after the Effective Time, (and through the Surviving Corporation’s payroll system with respect to Company Equity Plan or otherwise (eachOptions issued in respect of a grantee’s employment), in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e) (“Withholding Rights”)) of an amount equal to the product of (x) the total number of Common Shares subject to such Company Option”) that is outstanding Option as of immediately prior to the Effective Time and (whether vested or unvested) shall, without any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (xy) the product excess, if any, of (A) the number of shares of Company Common Stock Share Merger Consideration over the exercise price per Common Share subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up as of immediately prior to the nearest whole cent) equal to the quotient obtained by dividing (i) Effective Time; provided, however, that if the exercise price per share Common Share of Company Common Stock subject to any such Company Option by is equal to or greater than the Common Share Merger Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof (ii) collectively, the Exchange Ratio (each, as so adjusted, a “Converted Parent OptionStock Option Payment”); provided. Prior to the Effective Time, that in the case Company shall take all actions reasonably necessary (including amending the Company’s Stock Option Plans) to effectuate the provisions of this Section 2.3 to the extent permitted by the terms of the Company’s Stock Option Plans and any agreements governing the terms of any Company Options to which Section 421 of the Code applies as of Option. Parent shall at all times from and after the Effective Time by reason of its qualification under Section 422 of cause the Code, the exercise price, the number of shares of Parent Common Stock subject Surviving Corporation to such option have (and the terms and conditions Surviving Corporation shall maintain) sufficient liquid funds to satisfy the Surviving Corporation’s obligations to the holders of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in Company Options pursuant to this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code2.3.

Treatment of Options. As The Board of Directors of the Company (or, if appropriate, any committee thereof) shall take all action necessary or desirable to provide the following with regard to outstanding stock options (each an “Option”) heretofore granted under the Stock Option Plan: (1) for holders who are not “accredited investors” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, each of whom are listed on Schedule 2.1(a)(iv) (collectively, the “Nonaccredited Holders”), the Company shall, prior to the First Effective Time, enter into an agreement (each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company OptionCancellation Agreement”) with such Nonaccredited Holders to cancel any Option held by such Nonaccredited Holders in exchange for (A) an amount equal to that is holder’s Pro Rata Share of the Total Closing Consideration less the exercise price of the Options held by such Nonaccredited Holder, to be paid in cash, subject to the provisions of Section 2.2 regarding the Escrow Amount, and (B) a contingent right to receive such holder’s Pro Rata Share of the Earn Out Payments in cash in the event any such Earn Out Payment becomes due; and (2) for all holders of Options other than the Nonaccredited Holders, each Option held by such holder, whether or not then vested or exercisable, which remains outstanding immediately prior to the First Effective Time (whether vested or unvested) Time, shall be accelerated in full and each such holder of an Option shall, without immediately prior to the First Effective Time, be entitled to exercise such Option in full and receive the consideration offered to Company Stockholders pursuant to the Merger as set forth in Section 2.1(a)(iii) above. At the First Effective Time, each Option not theretofore exercised or previously cancelled pursuant to a Cancellation Agreement shall be cancelled. After the Effective Time, any further action on such cancelled Option shall no longer be exercisable by the part of any former holder thereof, be assumed and converted into an option to purchase from Parentno Person shall have any right under the Stock Option Plan or any other plan, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down program or arrangement with respect to the nearest whole share) equal equity securities of the Surviving Entity. The Company shall have received a consent in writing from each Option holder waiving such holder’s right to (x) thirty days’ notice of the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up acceleration pursuant to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 terms of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the CodeOption.

Treatment of Options. As of (a) Prior to the Effective TimeClosing, Sellers shall provide each option Option Holder holding Vested Options with notice and a reasonable opportunity to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan exercise, in full or otherwise in part, any and all Vested Options held by such Option Holder no later than six (each, a “Company Option”6) that is outstanding immediately Business Days prior to the Effective Time (whether vested or unvested) shallClosing, without any further action on in accordance with the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same respective terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock Vested Option and subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of set forth in this Purchase Agreement. Any Shares issued upon such exercise of such option Vested Options shall be determined form a part of the Sale Shares subject to such Option Holder executing and delivering to Buyer a Joinder in a manner consistent accordance with the requirements terms of Section 424(athis Purchase Agreement. Sellers agree to update Annexes A and B to reflect any such exercise of Vested Options at least six (6) Business Days prior to the Closing. No later than six (6) Business Days prior to the Closing, with respect to each Option Holder of any Vested Option that remains outstanding and unexercised as of six (6) business days prior to the Closing, Sellers shall deliver to the Buyer on the Closing Date either (i) an amendment (the “Vested Option Agreement Amendment”) in the form set forth in Annex P or (ii) a termination, release and waiver (the “Vested Option Termination”) in the form set forth on Annex O, in each case executed and delivered by each such Option Holder. All outstanding and unexercised Vested Options as of the CodeClosing Date in respect of which any Option Holder delivered a Vested Option Termination shall, by virtue of the Closing, be cancelled and terminated effective as of immediately prior the Closing without payment to such Option Holder. All rounding described outstanding and unexercised Vested Options as of the Closing Date in respect of which any Option Holder delivered a duly executed Vested Option Agreement Amendment and a Joinder shall continue to be of force and effect after the Closing until exercised or cancelled in accordance with their respective terms. In no event shall Vested Options representing more than 1.5% of the number of outstanding Shares (assuming all Vested Options had been exercised) be amended pursuant to this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code2.2(a)(i).

Treatment of Options. As (i) At the Effective Time, the Company shall, if necessary, have amended each of the employee stock option plans set forth in Section 2.01(d) of the Company Disclosure Letter (the "Company Option Plans") to provide that each of the options to purchase one share of Company Common Stock outstanding thereunder at the Effective Time (an "Employee Option") shall be made applicable to the purchase of a number of shares of Parent Common Stock as provided in this Section 2.01(d). Parent shall take such action as shall be necessary so that, as of the Effective Time, each option holder of an Employee Option (an "Optionee") shall have such Optionee's Employee Options apply to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) Stock (rounded down adjusted to the nearest whole share) equal to (x) the product of (Ai) the number of shares of Company Common Stock subject to such Company Option Optionee's Employee Options immediately prior to the Effective Time and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an . The exercise price per Parent Common Stock share for each Optionee's Employee Options (rounded up adjusted to the nearest whole cent) assumed will equal to the quotient obtained by dividing (i) the old exercise price per share of Company Common Stock subject to such Company Option divided by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”)Ratio; provided, however, that in the case of any Company Options Employee Option to which Section 421 of the Code applies as of the Effective Time continues to apply by reason of its qualification under Section 422 of the CodeCode ("incentive stock options"), the exercise option price, the number of shares of Parent Common Stock subject purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent order to comply with the requirements of Section 424(a) of the CodeCode and the regulations promulgated thereunder. All rounding described Without limiting the foregoing, the duration and other terms of each assumed or replaced Employee Option immediately after the Effective Time (unless otherwise agreed in this Section 2.3(awriting by the Optionee with respect to a particular Employee Option) shall be done on an aggregate basis. The Converted Parent the same as the corresponding Employee Options that were in effect immediately before the Effective Time, except that (x) as of the Closing Date, all Employee Options shall have become vested and immediately exercisable and (y) references to the same vesting schedule (including any acceleration of vesting as provided Company and Company Common Stock in the Company Equity Option Plans or an applicable award agreement(and the corresponding references in each option agreement documenting each such Employee Option) shall, as the Company Options appropriate, be deemed to be references to Parent and otherwise shall have the same terms and conditions as were applicable to such Company OptionsParent Common Stock; provided, however, that the exercise price with respect to each share of Parent Common Stock shall convert Company Options into Converted Parent Options in a manner that would not cause be less than the Converted Parent Options to be treated as the grant par value of a new stock right for purposes of Section 409A of the Code$.001 thereof.

Treatment of Options. As The Employee Optionsholder acknowledges and agrees that (i) the Company adopted the Mobitech Employee Stock Option Plan 2022 (“ESOP Plan”) on or about 7 February 2022; (ii) on February 2022 the Company addressed a grant letter to the Employee Optionholder (“Grant Letter”), pursuant to which the Employee Optionholder was granted options at an exercise price of 1000 AED (“Granted Options”) under the ESOP Plan; (iii) the Grant Letter sets out the details of the Granted Options; (iv) other than the Granted Options, the Employee Optionholder does not hold any subscriptions, options, warrants or other equity appreciation, phantom equity, profit participation or similar rights or securities (including debt securities) convertible into or exchangeable or exercisable for equity securities or other interests in the Company or its subsidiaries, or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of law), plans or other agreements of any character providing for the issuance to the Employee Optionholder of additional equity interests, the sale of treasury interests or other equity interests, or for the repurchase or redemption of equity securities or other interests of the Company or its subsidiaries held by the Employee Optionholder and (v) notwithstanding the arrangements contemplated under the Grant Letter to the contrary, at the Effective Time, each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior subject to the Employee Optionholder’s continued employment through the Effective Time (Time, the Granted Options, whether vested or unvested) , shall, automatically and without any further required action on the part of any holder thereofthe Employee Optionholder, be assumed and converted into an option cancelled in consideration for the right of the Employee Optionholder to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing receive (i) the Merger Consideration Employee Optionholder’s “Pro Rata Share” (as defined in the BCA) of the “Closing Payment” (as defined in the BCA) (in excess of 4.166% of the exercise price of the Granted Option) by wire transfer of immediately available funds in accordance with written instructions that the Member Representative (as defined in the BCA) shall have provided to FEDC, and (ii) the Parent Measurement Price (such quotient, Employee Optionholder’s “Pro Rata Share” of the “Exchange Ratio”), at an exercise price per Parent Common Stock Equity Consideration” (rounded up to as defined in the nearest whole centBCA) equal to the quotient obtained by dividing (i) with a fair market value in excess of 95.834% of the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Granted Option”); provided, that . The Granted Options shall be forfeited in the case of any Company Options event the Employee Optionholder’s employment terminates prior to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of Time. In consideration for completing the Codeforegoing transactions, the exercise priceEmployee Optionholder irrevocably and unconditionally releases and discharges the Company, FEDC and all of their affiliates from all obligations, covenants and undertakings arising under or in connection with the Granted Options, the number of shares of Parent Common Stock subject to such option Grant Letter and any other ancillary documents, letters or agreements thereto, and waives any and all rights or claims the terms and conditions of exercise of such option shall be determined Employee Optionholder has or may have under or in a manner consistent connection with the requirements Granted Options, the Grant Letter and any other ancillary documents, letters or agreements thereto, whether such obligations, covenants, undertakings, rights or claims arise, accrue and/or are in respect of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basisevents occurring, before, upon or after termination. The Converted Parent Options Employee Optionholder agrees that the Employee Optionholder shall have the same vesting schedule (including not bring, commence, voluntarily aid in any acceleration of vesting as provided in the Company Equity Plans way, prosecute or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated commenced or prosecuted any claim, action, suit or other proceedings against the Company, FEDC or any of their affiliates relating to the Granted Options whether under the Grant Letter or otherwise, in any jurisdiction, other than with respect to the Employee Optionholder’s right to receive the Pro Rata Share of Closing Payment and Equity Consideration as the grant of a new stock right for purposes of Section 409A of the Codedescribed above.

Treatment of Options. As of Prior to the Effective Time, the Board of Directors of the Company (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, an "Option") heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock Option Plan, as amended (the "1997 Directors Plan"), the Company's 1992 Non- Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the "1988 Option Plan") (collectively, the "Company Stock Option Plans"), whether or not then vested or exercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be entitled to receive a “Company Option”) payment in cash as provided in Section 5.8 hereof, if any (subject to any applicable withholding taxes, the "Cash Payment"), it being understood that is outstanding immediately members of the Rollover Group may instead elect prior to the Effective Time to receive securities of Newco upon cancellation of their Options or, if so agreed in writing by Newco, to retain their Options and/or exchange all or a portion of their Options for options to purchase shares of capital stock of the Surviving Corporation, all as contemplated by the Securities Purchase Agreement. As provided herein, unless otherwise determined by Newco, the Company Stock Option Plans (whether vested or unvested) shall, without and any further action on the part feature of any holder thereofother Benefit Plan (as defined in Section 2.11) or other plan, be assumed and converted into an option to purchase from Parent, on program or arrangement providing for the same terms and conditions as were applicable to such Company Option, that number issuance or grant of shares any other interest in respect of common the capital stock of Parent, par value $0.01 (the “Parent Common Stock”Company) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies shall terminate as of the Effective Time by reason of its qualification under Section 422 Time. The Company shall take all steps necessary to ensure that, after the date hereof, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to acquire any capital stock of the CodeCompany or, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described except as otherwise provided in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have 1.11 or in Section 5.8 (or in connection with the same vesting schedule (including Securities Purchase Agreement), to receive any acceleration of vesting payment in respect thereof and, except as otherwise provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable above, to cause such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as cancelled or cause the grant of a new stock right for purposes of Section 409A holders of the CodeOptions to agree to such cancellation thereof as provided herein.

Treatment of Options. As (a) Each of Parent and the Company shall take all necessary action to ensure that, as of the Effective Time, each the Company Option Plan and all unvested Company Options (as defined below) issued thereunder are assumed by Parent. Each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise Shares (each, a “Company Option”) that is outstanding and unexercised pursuant to the Company Option Plan in effect on the date hereof and which is unvested immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, be assumed shall become and converted into represent an option to purchase from (a “Replacement Stock Option”) a number of shares of Parent common stock (the “Parent Shares”) equal to the number of Company Shares covered by such Company Option, divided by a ratio (the “Ratio”) equal to (i) the average closing price of the Parent’s common stock, on based upon the closing price for each of the twenty (20) trading days up to and including the trading day ending two (2) days prior to the Closing Date divided by (ii) the Common Per Share Merger Consideration and with an exercise price per Parent Share equal to the exercise price for such Company Option multiplied by the Ratio. It is the intent of the Parties that (A) the Replacement Stock Options shall qualify following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent that the related Company Options qualified as incentive stock options immediately prior to the Effective Time, and (B) each Replacement Stock Option will have an economic value equivalent to the Company Option it replaces, such that each Replacement Stock Option will not be subject to Section 409A of the Code, and (C) the provisions of this Section 3.5 shall be applied consistent with the foregoing intents. After the Effective Time, except as provided above in this Section 3.5, each Replacement Stock Option shall be exercisable upon the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (under the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such related Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up immediately prior to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason but only with accelerated vesting as a result of its qualification under Section 422 Termination After Change in Control (as such term is defined in the Company Option which such Replacement Stock Option replaces). The Company agrees that, after the date of this Agreement, it will not grant any stock appreciation rights or stock options and will not permit cash payments to holders of Company Options in lieu of the Codesubstitution therefor of Replacement Stock Options, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding as described in this Section 2.3(a) shall be done on an aggregate basis3.5. The Converted Parent Options shall have the same vesting schedule (including any acceleration will reserve a sufficient number of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right Shares for purposes of issuance under this Section 409A of the Code3.5.

Treatment of Options. As (a) At the Effective Time of the Effective TimeMerger, each outstanding option to purchase shares of Company Common Stock granted (a "COMPANY STOCK OPTION") issued pursuant to a the Company's 1991 Equity Incentive Plan, as amended, 1991 Directors' Plan, as amended, 1994 Director Restricted Plan, as amended, 1997 Non-Qualified Employee Stock Option Plan, as amended, 2001 Directors Stock Option Plan and Non-Statutory Stock Option Agreement by and between Xxxxxx X. Xxxxxxxxx and the Company Equity Plan or otherwise dated April 24, 2000 (eachcollectively, a “Company Option”) that is outstanding immediately prior to the Effective Time ("COMPANY STOCK PLANS"), whether vested or unvested) shall, without any further action on the part of any holder thereof, shall be assumed and converted into deemed to constitute an option to purchase from Parentacquire, on the same terms and conditions as were applicable to under such Company Stock Option, that the same number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the nearest whole share) Merger had such holder exercised such option in full immediately prior to the Effective Time of the Merger, at a price per share equal to (xy) the product of (A) aggregate exercise price for the number of shares of Company Common Stock subject otherwise purchasable pursuant to such Company Stock Option and divided by (Bz) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per number of full shares of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject deemed purchasable pursuant to such Company Option by (ii) the Exchange Ratio (eachStock Option; PROVIDED, as so adjusted, a “Converted Parent Option”); providedHOWEVER, that in the case of any Company Options option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the CodeCode ("INCENTIVE STOCK OPTIONS"), the exercise option price, the number of shares of Parent Common Stock subject purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.

Treatment of Options. As Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to provide that, as of the Effective TimeTime and subject to the Option Tax Ruling, each option to purchase shares of outstanding Company Common Stock granted pursuant to a Company Option, whether vested or unvested, shall be exchanged by Parent for an equivalent award under the Parent Equity Incentive Plan or otherwise (each, : a “Company Converted Stock Option”) that is outstanding ), and shall be in full force and effect, containing the same terms, conditions, vesting and other provisions of the Company Option immediately prior to the Effective Time Closing (whether vested subject to any accelerated vesting provided for in the Equity Incentive Plan or unvested) shallin the related Company Option agreement by reason of the transactions contemplated hereby), without except that service or employment with the Company and/or any further action on of its Subsidiaries prior to the part of any holder thereof, Closing shall be assumed and converted into an option counted under each Converted Stock Option for vesting purposes to purchase from Parent, on the same terms extent as service or employment was counted under the respective Company Option for vesting purposes and conditions as were applicable to each Converted Stock Option shall be exercisable for such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole share), determined by multiplying the number of Company Capital Shares subject to such Company Option as of immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest whole cent) equal to the quotient obtained by dividing (iA) the exercise price per share of Company Common Stock subject to Capital Shares of such Company Option divided by (iiB) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”)Conversion Ratio; provided, that in however, that, other than with respect to Converted Stock Option resulting from the case exchange of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Codea 102 Option or a 3(i) Option, the exercise price, price and the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option covered by each Converted Stock Option shall be determined in a manner consistent with the requirements of Section 424(a) Sections 409A and 422 of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have Code and the same vesting schedule (including applicable regulations promulgated thereunder so as to avoid the imposition of any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of additional Taxes under Section 409A of the CodeCode (and regulations issued by the IRS thereunder) or the disqualification as an ISO of any Company Option that is intended to be an ISO.

Treatment of Options. As of At the Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise Shares (each, a “Company Option”) that is outstanding immediately prior to under the Effective Time (Stock Plans, whether vested or unvested) shall, without any further action on the part of any holder thereof, be assumed and converted into shall cease to represent an option to purchase from Parent, on the same terms Shares and conditions as were applicable will be converted automatically into (1) options to such Company Option, that purchase a number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) Stock equal to the product (rounded down to the nearest whole sharenumber) equal to of (x) the product number of Shares subject to the Company Option immediately prior to the Effective Time and (Ay) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Conversion Ratio”), at an exercise price per Parent Common Stock share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (iA) the exercise price per share Share of Company Common Stock subject to such Company Option immediately prior to the Effective Time divided by (B) the Conversion Ratio and (2) the right of the holder of such Company Option to receive, as soon as reasonably practicable after the Effective Time, an amount in cash equal to the product of (i) the fraction of a whole share of Parent Common Stock that would have resulted from the calculation pursuant to the preceding clause (1) but for the rounding specified therein and (ii) the Exchange Ratio Parent Trading Price (eachrounded up or down, as so adjustedapplicable, a to the nearest whole cent), less applicable Taxes required to be withheld with respect to such cash payment (the resultant Parent Common Stock option and right to cash specified in clauses (1) and (2), the “Converted Parent OptionCompany Option Consideration”); provided, however, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, price and the number of shares of Parent Common Stock subject purchasable pursuant to such option and the terms and conditions of exercise of such option Company 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 Company Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) Except as specifically provided above, following the Effective Time, each Company Option shall continue to be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have governed by the same terms and conditions as were applicable to under such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause Option immediately prior to the Converted Parent Options to be treated as the grant of a new stock right for Effective Time. For purposes of this Agreement, “Conversion Ratio” shall mean the Exchange Ratio, unless the provisions of Section 409A 4.1(a)(ii)(x) or (y) are applicable, in which case the “Conversion Ratio” shall mean the sum of (i) the product of the CodeExchange Ratio (as in effect pursuant to Section 4.1(a)(ii)(x) or (y), as applicable) multiplied by 67%, plus (ii) the quotient obtained by dividing (x) the product of (A) the Per Share Cash Consideration multiplied by (B) 33% by (y) the Parent Trading Price.

Treatment of Options. As of the Effective Acceptance Time, each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) Option that is outstanding and unexercised immediately prior to the Effective Acceptance Time (whether vested or unvested), shall vest in full and become fully exercisable. The board of directors of the Company (or, if appropriate, any committee thereof) shallhas taken or will take all actions that are commercially reasonable to provide that, upon the Acceptance Time, the Company Options shall be canceled by virtue of the completion of the Offer and without any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such of any Company Option, that number of shares of common stock of Parentin consideration for the right at the Acceptance Time to receive, par value $0.01 as promptly as reasonably practicable following the Acceptance Time (the “Parent Common Stock”) (rounded down except with respect to the nearest whole share) Company Options granted pursuant to the Company’s 2004 Stock Option Plan, which shall be paid at the time described in the last sentence of this Section 3.3(a)), a cash payment with respect thereto equal to (x) the product of (A) the number of shares of Company Common Stock previously subject to such Company Option and (B) the quotient obtained by dividing (i) excess, if any, of the Merger Consideration by (ii) the Parent Measurement Offer Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) over the exercise price per share of Company Common Stock previously subject to such Company Option, less any required withholding Taxes (the “Option by (ii) Cash Payment” and the Exchange Ratio (eachsum of all such payments, as so adjusted, a the “Converted Parent OptionTotal Option Cash Payments”); provided. As of the Acceptance Time, that in the case of any all Company Options shall no longer be exercisable or outstanding and shall automatically cease to which Section 421 exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the Code applies as of right to receive the Effective Time by reason of its qualification under Section 422 of the CodeOption Cash Payment (plus, the exercise price, the number of shares of Parent Common Stock subject with respect to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options granted pursuant to the Company’s 2004 Stock Option Plan, accrued interest as required by the last sentence of this Section 3.3(a)), and otherwise the Company has taken or will take all action necessary to ensure that former holders of Company Options will have no rights from and after the Acceptance Time other than the right to receive the Option Cash Payment from the Surviving Corporation in accordance with this Section 3.3(a). If the exercise price per share of Common Stock with respect to any Company Option is equal to or greater than the Offer Price, such Company Option shall have be, upon the same terms Acceptance Time, canceled pursuant to this Section 3.3(a) without consideration. Prior to the Acceptance Time, the Company shall take the actions necessary to effectuate this Section 3.3(a), including providing holders of Company Options with notice of their rights with respect to any such Company Options as provided herein. On the tenth calendar day following the Acceptance Time (or, if such day is not a Business Day, then on the first Business Day immediately following such tenth day), the Company shall mail (or make available for collection by hand) to each holder of Company Options that were granted pursuant to the Company’s 2004 Stock Option Plan a check in an amount due and conditions as were applicable payable to such holder pursuant to this Section 3.3(a) in respect of such Company Options; providedOption, plus an amount equal to the interest that Parent shall convert Company Options into Converted Parent Options has accrued thereon between the Acceptance Time and the date on which the payment is made to such holder in accordance with this sentence, assuming a manner that would not cause the Converted Parent Options to be treated as the grant 6% per annum rate of a new stock right for purposes of Section 409A of the Codeinterest.

Treatment of Options. As of At the Effective Time, each then outstanding option to purchase shares of Company Common Stock granted pursuant to a under the Company's 1986 Incentive Stock Option Plan, 1990 Stock Option Plan, Amended and Restated 1992 Stock Plan, 1992 Non-Employee Director Stock Option Plan and 1995 Non-Employee Director Stock Option Plan (collectively, the "Company Equity Stock Option Plans," which term expressly does not include the Company's 1992 Employee Stock Purchase Plan (the "Common Stock Purchase Plan")), whether or otherwise not then exercisable or vested (eachindividually, a “Company an "Option”) that is outstanding immediately prior to " and collectively, the "Options"), shall be cancelled, and in consideration for such cancellation each holder thereof shall receive at the Effective Time (whether vested or unvested) shall, without any further action on from the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per Surviving Corporation for each share of Company Common Stock subject to such Option (whether or not such Option is then vested or exercisable for each such share of Company Common Stock) an amount (subject to any applicable withholding Tax) in cash equal to the difference, if any, between the Merger Consideration and the per share exercise price of such Option by to the extent such difference is a positive number (ii) such amount being hereinafter referred to as the Exchange Ratio (each"Option Consideration"). Upon receipt of the Option Consideration, as so adjusted, the Option Consideration shall be deemed a “Converted Parent Option”); provided, that in the case release of any and all rights the holder had or may have had in respect of such Option. The Company has obtained all consents or releases from holders of Options to which Section 421 under the Company Stock Option Plans (including any consents or releases in connection with the cancellation of the Code applies Options where the difference between the Merger Consideration and the per share exercise price of any such Option is a negative number) as are necessary to give effect to the transactions contemplated by this Section 3.04. Except as otherwise agreed to by the Company and Parent, the Company shall use its reasonable best efforts to ensure that (i) all Company Stock Option Plans shall terminate as of the Effective Time by reason and the provisions in any other plan, program or arrangement providing for the issuance or grant of its qualification under Section 422 any other interest in respect of the Codecapital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and (ii) following the Effective Time no participant in any Company Stock Option Plan or 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 subsidiary thereof shall have any right thereunder to acquire equity securities of the Company, the exercise price, the number of shares of Parent Common Stock subject Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Codeplans.

Treatment of Options. As (a) At the Effective Time of the Effective TimeMerger, each outstanding option to purchase shares of Company Common Stock granted (a "Company ------- Stock Option") issued pursuant to a Company Equity the CSS Acquisition Corporation 2000 Special ------------ Stock Incentive Plan or otherwise the CSS Acquisition Corporation 2000 Stock Plan (eachthe "Company Stock Plans"), a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without any further action on the part of any holder thereof, shall be assumed and converted into deemed to ------------------- constitute an option to purchase from Parentacquire, on the same terms and conditions as were applicable to under such Company Stock Option, that the same number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time of the Merger (without giving effect to the Option Exercise Adjustment), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option; provided, in determining the aggregate exercise price for the shares of Company Common Stock under (y) above, fractions of a cent shall be rounded up to the nearest cent; provided, in determining the number of shares of Parent Common Stock under (z) above, fractional shares shall be rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”)and; provided, further, that in the case of any Company Options option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the CodeCode ("incentive stock options"), the exercise option price, the number of shares of Parent Common Stock subject ----------------------- purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.

Treatment of Options. As of At the Initial Effective Time, each outstanding option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to under the Effective Time JackPocket, Inc. 2013 Equity Incentive Plan (as amended, the “Stock Plan”), whether vested or unvested) unvested (other than Company Performance Options that are Unvested Company Options, which shall be cancelled in accordance with Section 2.10(b)), shall, by virtue of the Initial Merger and without any further action on the part of any holder thereofthe holders thereof or the Parties hereto, shall be assumed treated as follows: (i) In-the-Money Options: Each Company Option that is outstanding and unexercised immediately prior to the Initial Effective Time that has a per share exercise price that is less than the Per Share Closing Consideration (each, an “In-the-Money Option”) shall cease to represent an option to purchase shares of Common Stock and shall be converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that a number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) Stock equal to the product (rounded down to the nearest whole sharenumber) equal to of (x) the product of (A) the number of shares of Company Common Stock subject to such Company In-the-Money Option immediately prior to the Initial Effective Time and (By) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”)Equity Award Conversion Amount, at an exercise price per Parent Common Stock share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (iA) the exercise price per share of Company Common Stock subject of such In-the-Money Option immediately prior to such Company Option the Initial Effective Time divided by (iiB) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”)Equity Award Conversion Amount; provided, however, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, price and the number of shares of Parent Common Stock subject purchasable pursuant to such option and the terms and conditions of exercise of such option In-the-Money 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 In-the-Money 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 option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. All rounding described ; provided, further, that except as specifically provided above, following the Initial Effective Time, each In-the-Money Option (other than Company Performance Options that are Unvested Company Options, which shall be cancelled in this accordance with Section 2.3(a2.10(b)) shall continue to be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause In-the-Money Option immediately prior to the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.Initial Effective Time. (ii)

Treatment of Options. Prior to the Effective Time, the -------------------- Board of Directors of the Company (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option (each, an "Option") ------ heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock ------------------- Option Plan, as amended (the "1997 Directors Plan"), the Company's 1992 Non- ------------------- Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), ------------------- and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the ----------------- "1988 Option Plan") (collectively, the "Company Stock Option Plans"), whether or ----------------- -------------------------- not then vested or exercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be entitled to receive a payment in cash as provided in Section 5.8 hereof, if any (subject to any applicable withholding taxes, the "Cash Payment"), it being understood that a portion of the Options held by ------------ members of the Rollover Group will be cancelled in exchange for substitute options to purchase shares of capital stock of the Surviving Corporation, as contemplated by the Securities Purchase Agreement. As provided herein, unless otherwise determined by Newco, the Company Stock Option Plans (and any feature of any other Benefit Plan (as defined in Section 2.11) or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company) shall terminate as of the Effective Time. The Company shall take all steps necessary to ensure that, each option after the date of the Original Agreement, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, a “Company Option”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, without acquire any further action on the part of any holder thereof, be assumed and converted into an option to purchase from Parent, on the same terms and conditions as were applicable to such Company Option, that number of shares of common capital stock of Parentthe Company or, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, except as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described otherwise provided in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have 1.11 or in Section 5.8 (or in connection with the same vesting schedule (including Securities Purchase Agreement), to receive any acceleration of vesting payment in respect thereof and, except as otherwise provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable above, to cause such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as cancelled or cause the grant of a new stock right for purposes of Section 409A holders of the CodeOptions to agree to such cancellation thereof as provided herein.

Treatment of Options. As of (a) At the Effective Time, each compensatory option to purchase shares of Company Common Stock that is then-outstanding and unexercised immediately prior to the Effective Time, including each option granted pursuant to a Company Equity under the 2016 Stock Plan or otherwise (each, a “Company Common Stock Option”) that is outstanding immediately prior to the Effective Time (), whether or not vested or unvested) shallexercisable, will, by virtue of the Mergers and without any further action on the part of any the holder thereof, thereof be assumed by Parent and converted into (i) a fully-vested option (an option “Assumed Option”) to purchase from Parentpurchase, on the same terms and conditions as were applicable applied to each such Company OptionCommon Stock Option immediately prior to the Effective Time, shares of Parent Common Stock, except that the number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock”) (, rounded down to the nearest whole share) number of shares, subject to such Assumed Option will equal to (x) the product of (A) the Closing Merger Consideration Per Share, divided by the Per Share Price, multiplied by (B) the number of shares of Company Common Stock that were subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (Option immediately prior to the Effective Time, and the per-share exercise price, rounded up to the nearest whole cent) , will equal to the quotient obtained by dividing of (i1) the exercise price per share of Company Common Stock subject to at which such Company Common Stock Option was exercisable immediately prior to the Effective Time, divided by (2) the Closing Merger Consideration Per Share, divided by the Per Share Price, in each case in accordance with the Closing Date Payment Statement; and (ii) a contingent option, issued as of the Exchange Ratio Effective Time, which shall vest and become exercisable on the date on which the Final Closing Statement becomes binding and effective, provided that the Optionholder continues to be employed by the Company or Parent or an Affiliate through such date, to purchase shares of Parent Common Stock as described in Section 3.03(g)(ii) and Section 3.03(h)(ii) (each, as so adjusted, a “Converted Parent Contingent Option”); provided, provided that each Company Common Stock Option that is an “incentive stock option” (as defined in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall ) will be determined adjusted in a manner consistent accordance with the requirements of Section 424(a) 424 of the Code. All rounding described in this Section 2.3(a) shall , and each Company Common Stock Option will be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options adjusted in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of complies with Section 409A of the Code.

Treatment of Options. As of (a) At the Effective TimeClosing, each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan Option (or otherwise (each, a “Company Option”portion thereof) that is outstanding and unexercised immediately prior to the Effective Time (Closing, whether then vested or unvested) , shall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, the holders of such Options or any holder thereofother Person, be assumed automatically cancelled, and converted into the holder of each such Option shall cease to have any rights with respect thereto other than the right to receive, subject to delivery of an option to purchase from Parentexecuted Option Termination Agreement, on the same terms and conditions as were applicable to such Company Option(i) an amount in cash, that number of shares of common stock of Parentwithout interest, par value $0.01 (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to (x) the product of (A) the aggregate number of shares of Company Common Stock subject to such cancelled Option immediately prior to the Closing, multiplied by (B) the excess of the Closing Per Share Common Merger Consideration over the per share exercise price under such Exchanged Option, and (ii) any amounts that may become payable in respect of such Exchanged Option in the future from the Adjustment Escrow Fund or the Indemnification Escrow Fund as provided in this Agreement and the Escrow Agreement, in each case at the respective times and subject to the terms and conditions specified herein and therein, as applicable. (b) The Exchanged Options Exercise Price shall, notwithstanding the fact that such amount will not be paid to the Company Option or Themis by the holders thereof, (i) be taken into account for purposes of (A) determining the Closing Participation Merger Consideration payable to the Former Holders of Company Capital Stock and Exchanged Options, as applicable, as part of the Closing Merger Consideration and (B) allocating such Closing Merger Consideration among all Former Holders of Company Capital Stock and Exchanged Options in accordance with the quotient obtained by dividing terms hereof, and (ii) be subtracted from the Closing Merger Consideration otherwise payable at Closing to the Former Holders of Exchanged Options. (c) Promptly after the Agreement Date, the Company and the Company Board, as applicable, shall adopt any resolutions and take any actions necessary to (i) effectuate the Merger Consideration by provisions of Section 2.7(a) and (ii) cause the Parent Measurement Price (such quotient, the “Exchange Ratio”), Stock Option Plans to terminate at an exercise price per Parent Common Stock (rounded up or prior to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the CodeClosing. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.2.8

Treatment of Options. As of Prior to the Effective Time, the -------------------- Board of Directors of the Company (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (each, an "Option") ------ heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock ------------------- Option Plan, as amended (the "1997 Directors Plan"), the Company's 1992 Non- ------------------- Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), ------------------- and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the ---------------- "1988 Option Plan") (collectively, the ---------------- "Company Stock Option Plans"), whether or not then vested or exercisable, shall, -------------------------- at the Effective Time, be cancelled, and each holder thereof shall be entitled to receive a “Company Option”) payment in cash as provided in Section 5.8 hereof, if any (subject to any applicable withholding taxes, the "Cash Payment"), it being understood ------------ that is outstanding immediately members of the Rollover Group may instead elect prior to the Effective Time to receive securities of Newco upon cancellation of their Options or, if so agreed in writing by Newco, to retain their Options and/or exchange all or a portion of their Options for options to purchase shares of capital stock of the Surviving Corporation, all as contemplated by the Securities Purchase Agreement. As provided herein, unless otherwise determined by Newco, the Company Stock Option Plans (whether vested or unvested) shall, without and any further action on the part feature of any holder thereofother Benefit Plan (as defined in Section 2.11) or other plan, be assumed and converted into an option to purchase from Parent, on program or arrangement providing for the same terms and conditions as were applicable to such Company Option, that number issuance or grant of shares any other interest in respect of common the capital stock of Parent, par value $0.01 (the “Parent Common Stock”Company) (rounded down to the nearest whole share) equal to (x) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”); provided, that in the case of any Company Options to which Section 421 of the Code applies shall terminate as of the Effective Time by reason of its qualification under Section 422 Time. The Company shall take all steps necessary to ensure that, after the date hereof, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to acquire any capital stock of the CodeCompany or, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described except as otherwise provided in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have 1.11 or in Section 5.8 (or in connection with the same vesting schedule (including Securities Purchase Agreement), to receive any acceleration of vesting payment in respect thereof and, except as otherwise provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable above, to cause such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as cancelled or cause the grant of a new stock right for purposes of Section 409A holders of the CodeOptions to agree to such cancellation thereof as provided herein.

Treatment of Options. As Section 2.08 of the Effective TimeDisclosure Schedule sets forth, with respect to each option outstanding Option, the name of the holder, the number of shares subject to purchase shares the Option, the exercise price and the vesting schedule. Prior to the Closing Date, the Board of Directors of the Company Common Stock granted pursuant (or an authorized committee thereof) shall take all actions necessary to a Company Equity Plan or otherwise (each, a “Company Option”) ensure that is all Options that were outstanding immediately prior to the Effective Time (Closing, whether vested vested, unvested or unvested) shallexercisable, to be cancelled effective as of such date and in consideration for such cancellation were converted into the right to receive, without any further action on interest, a cash payment, if any, as jointly determined by the part of any holder thereof, be assumed Seller’s Representative and converted into an option to purchase from Parent, on the same terms Company in accordance with the respective Option agreements and conditions as were applicable to such Company Option, that number of shares of common stock of Parent, par value $0.01 the Company’s Long Term Incentive Share Option Plan (the “Parent Common StockOption Plan”) and as set forth on a statement prepared by the Company and the Sellers’ Representative (rounded down the “Option Payment Statement”) and attached hereto as Schedule D. In accordance with Section 2.04, Section 2.07 and this Section 2.08, each holder of an outstanding vested Option shall become entitled to the nearest whole share) equal to receive net of withholding required under applicable law on (xor as soon as reasonably practicable following) the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the quotient obtained by dividing Closing Date (i) a cash payment in an amount equal to the Merger Consideration by Option Closing Payment as set forth on the Option Payment Statement, (ii) any amount distributed to such holder of Options pursuant to Section 2.07 in respect of the Parent Measurement Price Option Holdback Amount and (iii) any amount distributed to the Sellers’ Representative (on behalf of such quotient, the “Exchange Ratio”holder of Options), at an exercise price per Parent Common Stock (rounded up if any, from time to time payable to such Person in respect of Options as determined by the Sellers’ Representative in its discretion. The Sellers’ Representative shall pay any amounts to be further distributed in respect of Options to the nearest whole cent) equal Company for further distribution to holders of Options after the quotient obtained by dividing (i) application of applicable withholdings through the exercise price per share of applicable Company Common Stock subject to such Company Option by (ii) the Exchange Ratio (each, as so adjusted, a “Converted Parent Option”)Entity’s payroll system; provided, however, that payments to the holders of Options that are not employees and that are not included in a Company Entity’s payroll system will be made by the case of any Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject check to such option and the terms and conditions holders of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the same vesting schedule (including any acceleration of vesting as provided in the Company Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not cause the Converted Parent Options to be treated as the grant of a new stock right for purposes of Section 409A of the Code.