Common use of Treatment of Options Clause in Contracts

Treatment of Options. Immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested 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 Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested 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. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment.

Treatment of Options. Immediately prior to (a) At the Effective Time, each outstanding option to purchase Shares a share of Company Common Stock (eachcollectively, “Company Options”) granted under any Company Stock Plan, whether or not then exercisable or vested, shall automatically be converted, by virtue of the Merger and without any action on the part of the holder thereof, into an option to acquire such number of shares of Parent Common Stock (a “Company Rollover Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (x) the number of shares of Company Common Stock subject to such Company Option and (y) the Exchange Ratio (provided that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share). Each Rollover Option shall also include the right to receive the applicable Milestone Consideration Per Share (if any) and the applicable Top-Up Consideration Per Share (if any). Each Rollover Option shall be subject to, and shall vest and remain exercisable in accordance with, the same terms and conditions of the Company Option it replaces, except that the exercise price per share of each Rollover Option shall be equal to the quotient of (i) the total number exercise price per share of Shares subject to such Vested Company Option immediately prior to such cancellation and (ii) the excess, if any, Exchange Ratio (provided that such exercise price shall be rounded up to the nearest whole cent). The conversion of the Merger Consideration over Company Options to Rollover Options pursuant to this Section 1.10 shall be effected in a manner consistent with Section 424 of the Code. Parent shall take reasonable steps to ensure that any Company Option that qualifies as an “incentive stock option” under Section 422 of the Code immediately prior to the Closing shall not lose its status as an incentive stock option as a result of the conversion to a Rollover Option described above. Following the Closing, Parent shall send to each holder of a Rollover Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such Rollover Option, and (ii) the exercise price per Share subject to share of Parent Common Stock issuable upon exercise of such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Rollover Option. From and Not later than four (4) business days (within the meaning of Form 8-K) after the Effective Time, each Vested Parent shall, with full cooperation from the Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder prior to the payment of Closing and from the Option Payment, if any. On or as soon as practicable Surviving Corporation following the Closing, but in any event no later than 15 days prepare and file with the SEC a report on Form 8-K as required with respect to the Merger. As soon as permissible following the Closingfiling of such report on Form 8-K, Parent shall file with the Surviving Corporation SEC a registration statement on Form S-8 registering the exercise of any Rollover Options. Parent shall makeuse commercially reasonable efforts (i) to cause, by a payroll payment through to the Company’s or Merger Sub’s payroll provider extent reasonably practicable, any shares of Parent Common Stock issued upon exercise of Rollover Options prior to the effectiveness of the registration statement on Form S-8 to be included in the shares to be registered in the Registration Statement, and subject (ii) to withholding, if any, cause such Form S-8 registration statement to remain effective for so long as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Paymentany Rollover Options remain outstanding.

Treatment of Options. Immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (each, a “Company Option”) ), under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity Amended and Incentive Restated 1995 Management Stock Option Plan, as amended the Second Amended and restated effective as of June 11Restated 1995 Incentive and Nonqualified Stock Option Plan for Management Employees, 2013 the Restricted Stock Plan, the Amended and Restated 2007 Omnibus Incentive Compensation Plan and the Amended and Restated Formula Plan for Non-Employee Directors or any other plan, agreement or arrangement (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (whether or portion thereof)not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested 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 Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested 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. On or as As soon as practicable following the Closing, but in any event on or prior to the next applicable payroll payment date (but no later than 15 days fifteen (15) days) following the Closing, the Surviving Corporation shall make, make by a payroll payment through the Company’s or Merger Subthe Purchaser’s payroll provider and subject to withholding, if any, as described in Section 2.5 below to each holder of Vested Company Options, Options such holder’s Option Payment.

Treatment of Options. Immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity Amended and Restated ReachLocal, Inc. 2008 Stock Incentive Plan, as amended and restated effective as of June 11the ReachLocal, 2013 Inc. Director Stock Plan, the ReachLocal, Inc. 2004 Stock Plan, or any other plan, agreement or arrangement (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (Time, whether or portion thereof)not vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Lawas provided in Section 2.6) of an amount equal to the product of (i) the total number of Shares subject to such Vested 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 Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, that has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested 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. On or as soon as practicable following the Closing, but in any event no later than 15 fifteen (15) days following the Closing, (i) the Surviving Corporation shall make, by a payroll payment pay or cause to be paid through the Company’s its or Merger Suban Affiliate’s payroll provider system and subject to withholding, if any, as described in Section 2.5 2.6 to each holder of Vested one or more Company OptionsOptions who is a current or former employee of the Company, such holder’s Option PaymentPayment and (ii) the Surviving Corporation shall make, or cause to be made, the payment of the Option Payment to each holder of one or more Company Options who is not a current or former employee of the Company.

Treatment of Options. Immediately (a) Prior to the Effective Time, the Company shall give notice to each Person holding an outstanding option to purchase shares of Company Common Stock granted under the Company’s stock option plan (the “Company Option Plan”) or otherwise (such options, the “Company Options”) which notice will: (i) indicate that the Board of Directors of the Company has caused the vesting applicable to their Company Options to be accelerated in full in connection with the Merger effective immediately prior to the Effective Time, each option contingent upon the Closing, irrespective of any acceleration of vesting otherwise applicable to purchase Shares their Company Options under the Company Option Plan or otherwise in connection with the Merger, (each, a “Company Option”ii) under any stock option or other equity or equity-based plan inform them of the Companyperiod of time prior to the Effective Time in which they may exercise or convert their Company Options, including contingent upon the 2007 Equity Closing, and Incentive Plan(iii) offer them the ability to either (x) exercise their Company Options, as amended upon the payment of the cash exercise price therefor in accordance with the terms of such Company Options, with such exercise in each case contingent upon the Closing and restated effective as of June 11immediately prior to the Effective Time, 2013 or (y) convert the “unexercised portion of their Company Equity Plans”Options into the right to receive an amount of cash determined pursuant to Section 2.6(d), that is unexpired with such conversion in each case contingent upon the Closing and unexercised and vested effective as of immediately prior to the Effective Time (each such Company Option for which the conversion right pursuant to this clause (y) has been properly exercised, a “Vested Converted Company Option”) (or portion thereof). Any shares of Company Common Stock issued upon the exercise of such Company Options will be converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to the provisions of Section 2.6. Any Company Options not so exercised and/or converted, as applicable, shall be cancelled and, in exchange therefor, each former holder canceled as of the Effective Time without the payment of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to holder, and such Vested 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 Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment have no rights with respect to such cancelled Vested Company Option. From and after Option following the Effective Time, each Vested 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. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment.

Treatment of Options. Immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (each, a “Company Option”) ), under any stock option or other equity or equity-based plan of the Company, including EndoChoice Holdings, Inc. 2015 Equity Incentive Plan (including the 2007 Equity and Israeli Appendix to such plan), the ECPM Holdings, LLC 2013 Incentive Unit Plan (including the Israeli Appendix to such plan), Peer Medical Ltd. 2010 Israeli Share Option Plan, as amended and restated effective as of June 11EndoChoice, 2013 Inc. 2007 Stock Incentive Plan or any other plan, agreement or arrangement (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (whether or portion thereof)not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested 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 Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested 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. On or as As soon as practicable following the Closing, but in any event on or prior to the next applicable payroll payment date (but no later than 15 days fifteen (15) calendar days) following the Closing, the Surviving Corporation shall make, make by a payroll payment through the Company’s or Merger Subthe Purchaser’s payroll provider and subject to withholding, if any, as described in Section 2.5 2.7 below to each holder of Vested Company Options, Options such holder’s Option Payment.

Treatment of Options. Immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares shares of Company Common Stock under any Stock Plan (each, a “Company Stock Option”) under any stock option or other equity or equity-based plan of shall, to the Companyextent unvested, including the 2007 Equity become fully vested and Incentive Plan, as amended and restated exercisable effective as of June 11, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a Time; provided that, any such Company Stock Option that vests based on the achievement of performance goals shall become fully vested and exercisable with respect to 100% of the total number of shares of Company Common Stock subject to such Company Stock Option: provided further that any unexpired and unexercised Company Stock Option that is an “Vested incentive stock option” within the meaning of Section 422 of the Code, shall, to the extent unvested, become fully vested and exercisable effective no later than five Business Days prior to the Effective Time. At the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof or the parties hereto, each Company Option”) (or portion thereof), Stock Option shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Stock Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Stock Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares shares of Company Common Stock subject to such Vested Company Stock Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share share subject to such Vested Company Stock Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Stock Option that, as of immediately prior to such cancellation, has an exercise price per Share share that is equal to or greater than the Merger Consideration shall be entitled entitle the holder thereof to any payment with respect to such cancelled Vested Company Stock Option. From and after the Effective Time, each Vested Company Option The Surviving Corporation shall no longer be exercisable by the former holder thereof, but shall only entitle such holder instruct its payroll provider to the payment of make the Option Payment, if any. On or as soon as practicable following the Closing, but in any event Payments no later than 15 days following two Business Days after the Closing, the Surviving Corporation shall make, Closing by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 4.8, to each holder of Vested Employee Company Stock Options, such holder’s Option Payment.

Treatment of Options. (i) Upon the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any action on the part of any party hereto, any Company Optionholder or any other Person, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall, whether or not vested, become fully vested and exercisable. Parent, Merger Sub and the Surviving Corporation shall not assume any of the outstanding Company Options and shall not substitute similar (or any) options for the Company Options. Immediately following the Effective Time of the Merger, no holder of Company Options shall have any right thereunder to acquire any capital stock of Acquirer, Merger Sub or the Surviving Corporation. The Company shall give written notice (the form and substance of which shall be subject to review and approval of Acquirer) (the “Notice to Optionholders”) to the holders of all Company Options which shall offer each holder of a Company Option the right to waive his or her right to exercise his or her Company Option(s) and, prior to the Effective Time of the Merger, elect in writing to participate in the Deemed Option Exercise Program described below; provided that the holder’s election in writing (the “Election Notice”) is made on the form included with the Notice to Optionholders and delivered to the Company prior to the Effective Time of the Merger. In the event that a holder of Company Options fails to exercise its Company Options and fails to elect in writing to participate in the Deemed Option Exercise Program, then, at the Effective Time, such Company Option shall terminate and have no further force and effect. Under the “Deemed Option Exercise Program”, each Company Option that is vested and unexercised (including Company Options that vest as a result of the Merger) immediately prior to the Effective Time of the Merger (the “Program Conversion Date”) and for which an Election Notice has been given shall be deemed exercised by the applicable holder of such Company Option without any further action taken by such holder and shall be converted automatically into the right to receive, subject to the terms of this Article I, (the “Option Cashout Consideration”) the Cash Consideration and Stock Consideration to which the holder thereof would have been entitled pursuant to Section 1.3(a) had such Company Option been exercised prior to the Effective Time, each option less the aggregate exercise price that such holder would have paid to purchase Shares exercise such Company Option (each, a “Company Option”) under any stock option or other equity or equity-based plan allocated between cash and Acquirer Common Stock consistent with the ratio of the Company, including value of the 2007 Equity Gross Cash Consideration and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “Company Equity Plans”Gross Stock Consideration), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable Tax withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested 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 Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested 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. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment1.8.

Treatment of Options. Immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares shares of Company Common Stock under any Stock Plan (each, a “Company Stock Option”) under any stock option or other equity or equity-based plan shall, to the extent unvested, become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. At the Effective Time, by virtue of the CompanyMerger and without any further action on the part of the holders thereof or the parties hereto, including the 2007 Equity and Incentive Plan, as amended and restated effective as of June 11, 2013 (the “each Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (or portion thereof), Stock Option shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Stock Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Stock Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares shares of Company Common Stock subject to such Vested Company Stock Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration Offer Price over the exercise price per Share share subject to such Vested Company Stock Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Stock Option that, as of immediately prior to such cancellation, has an exercise price per Share share that is equal to or greater than the Merger Consideration Offer Price shall be entitled to any payment with respect to such cancelled Vested Company Stock Option. From and after the Effective Time, each Vested Company Stock Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the corresponding Option Payment, if any. On or as soon as practicable following the Closing, but in any event no later prior to its first applicable payroll payment date that is not less than 15 10 days following the Closing, the Surviving Corporation shall make, make (or cause to be made) by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 4.8, to each holder of Vested Employee Company Stock Options, such holder’s Option Payment.

Treatment of Options. Immediately prior to In further consideration of the covenants and agreements contained herein as of the Effective TimeDate, each option the Company agrees that Panzo's right to exercise all options to purchase Shares (each, a “Company Option”) under any stock option or other equity or equity-based plan shares of the Company's common stock of which Panzo is the beneficial owner is fully vested as of the Effective Date. This includes options to purchase 1,020,000 shares of the Company's common stock, including issued subject to the 2007 Equity terms of Non-Plan Option No. 2001-1, options to purchase 250,000 shares of the Company's common stock, issued subject to the terms of Plan Option No. 2001-6 and Incentive Planoptions to purchase 24,000 shares of the Company's common stock (assumed from Net Value, Inc.), issued subject to the terms of a Non-Qualified Stock Option Agreement of Net Value, Inc. dated December 4, 1999 (collectively, the "Options"). The Options shall continue to remain in full force and effect for the specified term thereof, subject to the respective terms of each applicable option instrument, as amended if the Employment Agreement had been terminated by the Company other than For Cause. Furthermore, as soon as practicable after the Effective Date of this Agreement the Company shall file and restated cause to become effective as a registration statement on Form S-8 with the Securities and Exchange Commission covering resale of June 11, 2013 the shares of the Company's common stock issuable by the Company upon exercise of the Options (the “"Registration Statement"). The Company Equity Plans”)agrees to maintain the Registration Statement in effect at all times during which the Options remain outstanding. Furthermore, if Panzo seeks to exercise one or more Options and at that time the Registration Statement is unexpired not effective such that the shares of common stock issued upon such exercise are not immediately freely tradable, (i) Panzo shall be permitted to exercise such Options or Options via a cashless exercise method, and unexercised and vested immediately prior any provision in the Option which otherwise provided only the "Option Administrator" the discretion to the Effective Time (a “Vested Company Option”) (or portion thereof)permit cashless exercise, shall be cancelled andmodified so as to permit Panzo the discretion to elect a cashless method of exercise, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares subject to such Vested 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 all restrictions on resale under Section 6.1 below shall be suspended until such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to time as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellation, has an exercise price per Share that Registration Statement is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time, each Vested 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. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholding, if any, as described in Section 2.5 to each holder of Vested Company Options, such holder’s Option Paymenteffective again.

Treatment of Options. Immediately prior to At the Effective Time, each unexpired and unexercised option to purchase Common Shares (eachthe ‘‘Company Options’’), a “Company Option”) under any stock option or other equity or equity-based plan of the Company, including the 2007 Equity Amended and Restated 1998 Incentive and Non-Qualified Stock Plan, as amended the 2009 Stock Incentive Plan and restated effective as of June 11any other similar plan, 2013 agreement or arrangement (the “‘‘Company Equity Stock Option Plans”’’), that is unexpired and unexercised and vested immediately prior to the Effective Time (a “Vested Company Option”) (whether or portion thereof)not then exercisable or vested, shall be cancelled andfully 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 former holder of any such cancelled Vested Company Option shall be entitled converted into a vested right (the ‘‘Right’’) entitling the holder thereof to receivereceive 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 Options issued in respect of a grantee’s employment), in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable LawLaw to be withheld in accordance with Section 2.2(e) (‘‘Withholding Rights’’)) of an amount equal to the product of (ix) the total number of Common Shares subject to such Vested Company Option as of immediately prior to such cancellation the Effective Time and (iiy) the excess, if any, of the Common Share Merger Consideration over the exercise price per Common Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”). No holder of a Vested Company Option that, as of immediately prior to such cancellationthe Effective Time; provided, has an however, that if the exercise price per Common Share that of any such Company Option is equal to or greater than the Common Share Merger Consideration Consideration, such Company Stock Option shall be entitled cancelled without any cash payment being made in respect thereof (collectively, the ‘‘Stock Option Payment’’). Prior to the Effective Time, the 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 payment with respect to such cancelled Vested agreements governing the terms of any Company Option. From Parent shall at all times from and after the Effective Time, each Vested Company Option shall no longer be exercisable by Time cause the former holder thereof, but shall only entitle such holder Surviving Corporation to the payment of the Option Payment, if any. On or as soon as practicable following the Closing, but in any event no later than 15 days following the Closing, have (and the Surviving Corporation shall make, by a payroll payment through maintain) sufficient liquid funds to satisfy the CompanySurviving Corporation’s or Merger Sub’s payroll provider and subject obligations to withholding, if any, as described in the holders of Company Options pursuant to this Section 2.5 to each holder of Vested Company Options, such holder’s Option Payment2.3.

Treatment of Options. Immediately prior Prior to the date of this Agreement, -------------------- the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that (A) effective on the date of this Agreement, no further grants shall be made under the Company's Directors Stock Option Plan, dated July 1, 1996 (the "Directors Plan"), the Company's Management Stock Option Plan, dated April 14, 1994 (the "Management Plan") or the Company's 1996 Long Term Incentive Plan (the "1996 Plan") (collectively, the "Company Stock Option Plans"), (B) effective at the Effective Time, each option to purchase Shares outstanding stock option, stock appreciation right (eachan "SAR"), a “or any other award providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary (each an "Option”") heretofore granted under any stock option or other equity or equity-based plan of the Company's Stock Option Plans, including the 2007 Equity and Incentive Planwhether or not then vested or exercisable, as amended and restated effective as of June 11shall, 2013 (the “Company Equity Plans”), that is unexpired and unexercised and vested immediately prior to at the Effective Time Time, be cancelled, and each holder thereof (a “Vested all of whom are listed in Section 2.10 of the Company Option”Disclosure Schedule) (or portion thereof), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, ----------------------------------------------- receive a payment in cash from the Company (which amount shall be subject to any applicable withholding or other Taxes required by applicable Law) of an amount taxes and shall be paid without interest, the "Cash Payment"), upon cancellation, equal to the product of (ix) the total number of Shares subject or related to such Vested Company Option immediately prior to such cancellation Option, whether or not then vested or exercisable, and (iiy) the excess, if any, of the Merger Consideration over the exercise price or purchase price, as the case may be, per Share subject or related to such Vested Company Option immediately prior Option, each such Cash Payment to such cancellation (such amounts payable hereunder being referred be paid to as the “Option Payments”). No each holder of a Vested an outstanding Option upon cancellation. Except as specifically set forth in Section 6.8(e), the Company Stock Option thatPlans (and any Benefit Plan 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 or any subsidiary shall terminate as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Vested Company Option. From and after the Effective Time. Within 5 business days following the date of this Agreement, the Company will have obtained the consent of each Vested Company Option of the holders of the Options as shall no longer be exercisable necessary to effectuate the transactions contemplated by the former holder thereof, but shall only entitle such holder this Section 2.10. Notwithstanding anything to the contrary contained in this Agreement, payment shall, at Parent's request, be withheld in respect of the any Option Paymentuntil all necessary consents are obtained, if any. On or as soon as practicable following the Closing, but and in any event no later than 15 days following the Closing, the Surviving Corporation shall make, by a payroll payment through the Company’s or Merger Sub’s payroll provider and subject to withholdingall such consents, if any, as described in Section 2.5 must be obtained prior to each holder Purchaser's acceptance for payment of Vested Company Options, such holder’s Option Paymentany Securities pursuant to the Offer.