Common use of Treatment of Options Clause in Contracts

Treatment of Options. (A) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (the “Options”) with respect to the common stock (the “Common Stock”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Treatment of Options. (Aa) If Upon and subject to the conditions set forth in this Agreement, immediately prior to the Effective Time, each option to purchase Company Common Stock then outstanding (each, a “Company Option”) to the extent then exercisable (after giving effect to any acceleration resulting from the transactions contemplated by this Agreement), at an exercise price per share less than the Merger Consideration (each such Company Option, a “Cashed Out Option”), shall entitle the holder thereof to receive from Parent as soon as practicable following the Effective Time, an amount in cash, without interest, equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option multiplied by (y) the excess of the amount of the Merger Consideration over the exercise price per share of Company Common Stock under such Company Option (with the aggregate amount of such payment rounded up to the nearest cent, less applicable taxes, if any, required by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holder). (b) Upon and subject to the conditions set forth in this Agreement, at the Effective Time, each Company Option other than a Cashed Out Option, granted under any Company Stock Plan and outstanding immediately prior to the Effective Time shall be converted into an option to acquire such number of shares of Parent Common Stock (a “Converted Option”) equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable upon termination exercise of his employment pursuant such Converted Option immediately prior to Section 6(f)(1the Effective Time and (y) Executive holds any options the quotient obtained by dividing (1) the Merger Consideration by (2) the average of the closing prices of one (1) share of Parent Common Stock, as quoted on NASDAQ for the ten (10) consecutive trading days immediately preceding the Closing Date (the “OptionsExchange Ratio”), rounded down to the nearest whole number of shares of Parent Common Stock. The terms and conditions of the Converted Option, including the vesting schedule thereof (except to the extent otherwise provided in any agreement between the Company and the holder of such Converted Option), shall otherwise remain the same as the terms and conditions of the Company Option, except that the exercise price per share of each Converted Option shall be equal to the quotient obtained by dividing (1) the exercise price per share of such Converted Option immediately prior to the Effective Time by (2) the Exchange Ratio, rounded up to the nearest whole cent. (c) On the Closing Date, 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), with respect to the common stock shares of Parent Common Stock subject to the Converted Options and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the “Common Stock”) current status of the Company, which are not then exercisable, said prospectus or prospectuses contained therein) for so long as such Converted Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued)outstanding. (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Treatment of Options. Prior to the Closing, the Company shall give notice in writing to each holder of an Option (A) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (each an “Optionholder” and collectively, the “OptionsOptionholders”) with respect to the common stock (the “Common Stock”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence Effective Time (each an “Outstanding Option” and collectively, the “Outstanding Options”) that (a) the vesting of such Fundamental TransactionOutstanding Options shall be accelerated immediately prior to the Effective Time as set forth on Company Disclosure Schedule 2.7 and (b) notwithstanding anything to the contrary in the Stock Plans or in any stock option agreement, each Outstanding Option shall be deemed to have been exercised to the extent vested immediately prior to the Effective Time and converted into the right to receive (i) at the Effective Time, an amount equal to the product of (A) the number of shares of Common Stock previously issuable immediately prior to the Effective Time if such Outstanding Option were exercised immediately prior to the Effective Time, multiplied by (B) the excess of (1) the successor or acquiring corporation or Closing Per Share Merger Consideration over (2) the exercise price per share of the Company, if it is the surviving corporation, and any additional consideration Common Stock previously issuable pursuant to such Outstanding Option (the “Alternate Option Consideration”), payable (in accordance with Section 2.11) receivable as a result in cash to the holder thereof, (ii) on each date any amounts are paid to the Exchange Agent pursuant to Section 2.14 of such mergerthis Agreement, consolidation or disposition an amount equal to the product of assets (A) the Per Share Working Capital Distribution Amount, multiplied by a holder of (B) the number of shares of Common Stock for which the Option is exercisable previously issuable immediately prior to the Effective Time if such event. If holders Outstanding Option were exercised immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the Escrow Agreement, and (iii) an amount equal to the product of (A) the Per Share Escrow Distribution Amount, if any, multiplied by (B) the number of shares of Common Stock are given any choice as previously issuable immediately prior to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as Effective Time if such Outstanding Option were exercised immediately prior to the Alternate Consideration it receives upon any exercise of Effective Time, payable in cash to the Option following such Fundamental Transaction. To holder thereof, without interest thereon, pursuant to this Agreement and the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate ConsiderationEscrow Agreement. The terms of any agreement pursuant Company shall take such actions, including amending the Stock Plans and stock option agreements, as may be required to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with facilitate the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionforegoing.

Treatment of Options. Immediately prior to the Effective Time, subject to the further provisions of this subsection (Aa), each outstanding option to purchase shares of Company Common Stock (a “Company Option”) If upon termination under the Stock Plans of his employment the Company or that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, become fully vested and shall be cancelled pursuant to the terms as set forth in this Section 6(f)(1) Executive holds 2.5. Upon such cancellation, the holder of each such Company Option that has a per share exercise price that is less than the closing price of Company Common Stock on NASDAQ on the day immediately preceding the Closing Date (each, an “In-The- Money Option”), automatically and without any options (action on the “Options”) with respect part of the holder thereof, in exchange for the cancellation of each such In-the-Money Option, shall receive that number of shares of Company Common Stock, rounded down to the common stock (the “nearest hundredth of a share of Company Common Stock”) , equal to the product of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the difference obtained by subtracting (A) the exercise price applicable to such In-the-Money Option from (B) the closing price of Company effects any merger or consolidation of Common Stock on NASDAQ on the Company with or into another personday immediately preceding the Closing Date, and (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Company Common Stock underlying such In-the-Money Option, which product shall be divided by the closing price of Company Common Stock on NASDAQ on the successor or acquiring corporation or of day immediately preceding the Company, if it is the surviving corporation, and any additional consideration Closing Date (the “Alternate Consideration”) receivable as a result of less such merger, consolidation or disposition of assets by a holder of the number of shares of Company Common Stock that are withheld by the Company to satisfy applicable withholding obligations). The shares of Company Common Stock received in cancellation of each In-the-Money Option shall for which the Option is exercisable all purposes be deemed issued and outstanding as of immediately prior to the Effective Time, including for purposes of determining the number of Eligible Shares pursuant to Section 2.1. Upon such event. If holders cancellation, the holder of each Company Option that has a per share exercise price that is equal to or greater than the closing price of Company Common Stock are given on NASDAQ on the day immediately preceding the Closing Date (each, an “Out-Of-The-Money Option”), automatically and without any choice as action on the part of the holder thereof, shall receive no consideration with respect to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms cancellation of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionOut-Of-the-Money Option.

Treatment of Options. (A) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (the “Options”) with respect to the common stock (the “Common Stock”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding The Employee Optionsholder acknowledges and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and agrees that (i) the Company effects 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 merger subscriptions, options, warrants or consolidation 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, subject to the Employee Optionholder’s continued employment through the Effective Time, the Granted Options, whether vested or unvested, shall, automatically and without any required action on the part of the Employee Optionholder, be cancelled in consideration for the right of the Employee Optionholder to receive (i) the 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 or into another personwritten instructions that the Member Representative (as defined in the BCA) shall have provided to FEDC, and (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification Employee Optionholder’s “Pro Rata Share” of the Common Stock or any compulsory share exchange pursuant to which “Equity Consideration” (as defined in the Common Stock is effectively converted into or exchanged for other securities, cash or property BCA) (each with a “Fundamental Transaction”), then, upon any subsequent exercise fair market value in excess of 95.834% of the Options, Executive exercise price of the Granted Option). The Granted Options shall have be forfeited in the right to receive, for each share of Common Stock underlying event the Option that would have been issuable upon such exercise immediately Employee Optionholder’s employment terminates prior to the occurrence of such Fundamental TransactionEffective Time. In consideration for completing the foregoing transactions, the number of shares of Common Stock of the successor or acquiring corporation or of Employee Optionholder irrevocably and unconditionally releases and discharges the Company, if it is FEDC and all of their affiliates from all obligations, covenants and undertakings arising under or in connection with the surviving corporationGranted Options, the Grant Letter and any other ancillary documents, letters or agreements thereto, and waives any additional consideration (and all rights or claims the “Alternate Consideration”) receivable as a result Employee Optionholder has or may have under or in connection with the 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 such mergerevents occurring, consolidation before, upon or disposition after termination. The Employee Optionholder agrees that the Employee Optionholder shall not bring, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted any claim, action, suit or other proceedings against the Company, FEDC or any of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as their affiliates relating to the securitiesGranted Options whether under the Grant Letter or otherwise, cash or property to be received in a Fundamental Transactionany jurisdiction, then Executive shall be given the same choice as other than with respect to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing ExecutiveEmployee Optionholder’s right to exercise such Option into Alternate Consideration. The terms receive the Pro Rata Share of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) Closing Payment and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionEquity Consideration as described above.

Treatment of Options. (Aa) If upon termination The particulars of his employment pursuant to Options outstanding as at the Agreement Date have been disclosed by Pure in Section 6(f)(1) Executive holds any options (the “Options”) with respect to the common stock (the “Common Stock”2.5(a) of the CompanyDisclosure Letter, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and including: (i) the Company effects any merger or consolidation holders of Options and the Company with or into another person, number of Options held by them; (ii) the Company effects any sale date of all or substantially all of its assets in one or a series of related transactions, grant; (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders date of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or expiry; (iv) the Company effects any reclassification exercise price of each Option; (v) the applicable vesting dates; and (vi) the number of Shares issuable on exercise of each Option. (b) With respect to the Options outstanding, the Parties acknowledge and agree that: (i) the vesting of the Common Stock or any compulsory share exchange pursuant to which outstanding Options will be accelerated, conditional upon the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise occurrence of the Options, Executive shall have Effective Time; (ii) Pure may facilitate the right to receive, for each share exercise or surrender of Common Stock underlying the Option that would have been issuable upon such exercise immediately Options prior to the Effective Time; and (iii) Pure and the directors of Pure may take all such actions as are necessary or desireable to effect the foregoing. (c) Pure agrees that, prior to the time that the application for the Interim Order is heard, it shall make commercially reasonable efforts to obtain a Surrender Agreement from each Pure Optionholder, which Surrender Agreement shall provide that each Pure Optionholder agrees, conditional upon the occurrence of such Fundamental Transactionthe Effective Time, to surrender effective immediately before the number of shares of Common Stock Effective Time all Options, for cancellation in exchange for a payment equal to the positive difference, if any, obtained by subtracting the exercise price of the successor or acquiring corporation or surrendered Option from the Share Consideration per Share, less applicable Tax withholdings, to each Pure Optionholder for each surrendered Option. (d) The Parties acknowledge and agree that, if applicable: (i) Pure will elect under Subsection 110(1.1) of the CompanyTax Act, if it is in prescribed form, in respect of any Option surrendered pursuant to a Surrender Agreement or pursuant to the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder terms of the number of shares of Common Stock Arrangement, as applicable, that neither Pure, nor any person who does not deal at arm’s length with Pure, will deduct, in computing income for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise purposes of the Option following such Fundamental Transaction. Tax Act, any amount in respect of a cash payment made to Pure Optionholders in consideration for the surrender of their Options; and (ii) Pure will provide Pure Optionholders who have surrendered their Options with evidence in writing of the election under Subsection 110(1.1) of the Tax Act. (e) To the extent necessary that any Options are exercised or conditionally exercised to effectuate purchase Shares prior to the foregoing provisionsEffective Time, any successor Pure shall ensure that the holder of such Options delivers to Company or surviving entity in such Fundamental Transaction shall issue Pure, prior to Executive the Effective Time, a new option consistent with cash payment equal to the foregoing provisions sum of the aggregate exercise price for the Options so exercised and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms the amount of any agreement pursuant Taxes that Pure is required to which remit to a Fundamental Transaction is effected Taxing Authority in respect of the exercise of such Options. (f) To the extent that any Options are not exercised or surrendered prior to the Effective Date, such Options shall include be subject to the terms requiring any such successor or surviving entity to comply with the and provisions of this Section 6(f)(8) and insuring the Plan of Arrangement. Purchaser agrees that the board of directors of Pure may approve and implement any amendments to the Option Plan or the Options (themselves prior to the Effective Time as it determines are necessary or any desirable to implement the Plan of Arrangement, provided such replacement security) will be similarly adjusted upon any subsequent transaction analogous amendments are satisfactory to a Fundamental Transactionthe Purchaser, acting reasonably.

Treatment of Options. (Aa) If upon termination At the Effective Time, each outstanding stock option and any related stock appreciation right granted to employees and non-employee directors of his employment the Company and its subsidiaries with respect to Company Common Stock (together, an "Option''), whether or not then exercisable, shall be deemed assumed by Parent and deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option prior to the Effective Time, the number (rounded to the nearest whole number) of shares of Parent Common Stock as the holder of such 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 (not taking into account whether or not such Option was in fact exercisable), at a price per share equal to (x) the aggregate price for Company Common Stock otherwise purchasable pursuant to such Option divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such Option. (b) As soon as practicable after the Effective Time, Parent shall deliver to each holder of an outstanding Option an appropriate notice setting forth such holder's rights pursuant thereto, and such Option shall continue in effect on the same terms and conditions (including antidilution provisions). (c) Parent shall take all corporation action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery pursuant to the terms set forth in this Section 6(f)(11.7. (d) Executive holds Subject to any options applicable limitations under the Securities Act of 1933, as amended (the “Options”"Securities Act''), Parent shall either (i) file a registration statement on Form S-8 (or any successor form), effective as of the Effective Time, with respect to the common stock (the “Common Stock”) shares of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Parent Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, issuable upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior or (ii) file any necessary amendments to the occurrence Company's previously filed registration statements on Form S-8 in order that Parent will be deemed a "successor registrant" thereunder, and in either event Parent shall use all reasonable efforts to maintain the effectiveness of such Fundamental Transaction, registration statement(s) (and maintain the number of shares of Common Stock current status of the successor prospectus or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”prospectuses relating thereto) receivable for so long as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionremain outstanding.

Treatment of Options. At the Effective Time, and without any further action on the part of the parties hereto: (Aa) If upon termination no Options shall be assumed by Xxxxxx, Parent or the Surviving Corporation, (b) all Options shall terminate in accordance with their terms or the terms of his employment pursuant the Stock Option Plan, as applicable, (c) the Unvested Options shall not entitle the holder thereof to Section 6(f)(1receive any consideration hereunder, and (d) Executive holds any options (the “Options”) with respect notwithstanding anything to the common contrary in the Stock Option Plan or in any stock (the “Common Stock”) of the Companyoption agreement, which are not then exercisableas amended, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said each Vested Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant deemed to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise exercised immediately prior to the occurrence Effective Time and converted into the right to receive (i) an amount equal to the product of such Fundamental Transaction, (A) the number of shares of Common Stock previously issuable immediately prior to the Effective Time if such Vested Option were exercised immediately prior to the Effective Time, multiplied by (B) the excess of (1) the successor or acquiring corporation or Closing Per Share Common Merger Consideration over (2) the exercise price per share of the Company, if it is the surviving corporation, and any additional consideration Common Stock previously issuable pursuant to such Vested Option (the “Alternate Option Consideration”), payable (in accordance with Section 2.12) receivable as a result in cash to the holder thereof, without interest thereon, (ii) an amount equal to the product of such merger(A) the Closing Per Share Xxxxxx Consideration, consolidation or disposition of assets multiplied by a holder of (B) the number of shares of Common Stock for which the Option is exercisable previously issuable immediately prior to the Effective Time if such event. If holders Vested Option were exercised immediately prior to the Effective Time, payable (in accordance with Section 2.12) in cash or Xxxxxx Common Stock, as the case may be, to the holder thereof, without interest thereon, (iii) an amount equal to the product of (A) subject to Section 8.4, the Per Share Future Payment Amount for each Future Payment, if any, multiplied by (B) the number of shares of Common Stock are given any choice as previously issuable immediately prior to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as Effective Time if such Vested Option were exercised immediately prior to the Alternate Consideration it receives upon any exercise Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, (iv) an amount equal to the product of (A) subject to Section 8.4, 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 Vested Option following were exercised immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, and (v) an amount equal to the product of (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 Fundamental Transaction. To Vested Option were exercised immediately prior to the extent necessary Effective Time, payable in cash to effectuate the foregoing provisionsholder thereof, any successor without interest thereon, pursuant to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate ConsiderationSection 7.1(e). The terms of any agreement pursuant Company has taken such actions, including amending the Stock Option Plan and stock option agreements, as is required to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with facilitate the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionforegoing.

Treatment of Options. (Aa) If upon termination At the Effective Time, each -------------------- outstanding stock option and any related stock appreciation right granted to employees and non-employee directors of his employment the Company and its subsidiaries with respect to Company Common Stock (together, an "Option"), whether or not then ------ exercisable, shall be deemed assumed by Parent and deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option prior to the Effective Time, the number (rounded to the nearest whole number) of shares of Parent Common Stock as the holder of such 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 (not taking into account whether or not such Option was in fact exercisable), at a price per share equal to (x) the aggregate price for Company Common Stock otherwise purchasable pursuant to such Option divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such Option. (b) As soon as practicable after the Effective Time, Parent shall deliver to each holder of an outstanding Option an appropriate notice setting forth such holder's rights pursuant thereto, and such Option shall continue in effect on the same terms and conditions (including antidilution provisions). (c) Parent shall take all corporation action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery pursuant to the terms set forth in this Section 6(f)(11.7. (d) Executive holds Subject to any options applicable limitations under the Securities Act of 1933, as amended (the “Options”"Securities Act"), Parent shall either (i) file a -------------- registration statement on Form S-8 (or any successor form), effective as of the Effective Time, with respect to the common stock (the “Common Stock”) shares of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Parent Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, issuable upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior or (ii) file any necessary amendments to the occurrence Company's previously filed registration statements on Form S-8 in order that Parent will be deemed a "successor registrant" thereunder, and in either event Parent shall use all reasonable efforts to maintain the effectiveness of such Fundamental Transaction, registration statement(s) (and maintain the number of shares of Common Stock current status of the successor prospectus or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”prospectuses relating thereto) receivable for so long as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionremain outstanding.

Treatment of Options. (A) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (the “Options”) with respect to the common stock (the “Common Stock”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for Employment Agreement_(Xxxxx) the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Treatment of Options. (A) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (the “Options”) with respect to the common stock (the “Common Stock”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (ia) the Company effects any merger or consolidation of the Company with or into another person, (iib) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iiic) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (ivd) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior to such event. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Treatment of Options. (Aa) If upon termination All options to purchase shares of his employment pursuant to Section 6(f)(1) Executive holds any options Parent Common Stock (the “Options”) with respect ), whether or not vested or exercisable, that are outstanding immediately prior to the common stock Effective Time shall become fully vested and exercisable as of immediately prior to the Effective Time but following the Conversion Effective Time (such options, the “Common StockVested Options”) of the Company, which are not then exercisable, said Options shall immediately vest upon termination. All such Options shall remain outstanding and exercisable for the remainder of the full term thereof (i.e. the term of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (Bb) If Executive holds Options As a result of the Merger, each Vested Option shall be cancelled and converted into the right to receive (i) the Company effects any merger or consolidation product of (x) the excess (if any) of the Company with or into another personCash Per Share Merger Consideration over the applicable exercise price multiplied by (y) the aggregate number of shares of Parent Common Stock issuable upon exercise of such Vested Option (this clause (i), the “Per 041945-0274-16051-Active.21513949.1 Option Closing Consideration”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactionsUnpaid Bonuses with respect to such Vested Option, and (iii) the applicable portion of the Additional Merger Consideration with respect to such Vested Option in accordance with Sections 3.8 and 3.9, in each case without interest and subject to any tender offer applicable withholding or exchange offer deduction (whether including pursuant to Section 3.7). Except as required by the terms of any agreement between the Company and the applicable Pre-Closing Holder of Vested Options or another person) is completed pursuant as otherwise agreed to which holders between Buyer and the applicable Pre-Closing Holder of Vested Options, a portion of the aggregate Per Option Closing Consideration payable to each Pre-Closing Holder of Vested Options in an amount equal to the Option Rollover Amount shall be paid in the form of validly issued, fully paid and nonassessable shares of Surviving Corporation Non-Voting Common Stock are permitted issued by the Surviving Corporation to tender or exchange their shares for other securities, cash or property or (iv) such Pre-Closing Holder of Vested Options immediately following the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant Closing with an aggregate Value equal to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option Rollover Amount; provided, that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Surviving Corporation Non-Voting Common Stock to be issued pursuant to this Section 3.2(b) shall, at the sole discretion of the successor Surviving Corporation, be rounded up to the next whole number to the extent needed to avoid the issuance of fractional shares (and the cash portion of the aggregate Per Option Closing Consideration and Unpaid Bonuses shall be reduced by a corresponding amount). The Surviving Corporation Non-Voting Common Stock to be issued by the Surviving Corporation pursuant to this Section 3.2(b) shall be issued pursuant to the Equity Plan. (c) The aggregate cash portion of the Per Option Closing Consideration and any Unpaid Bonuses payable to each Pre-Closing Holder of Vested Options shall be paid by the Surviving Corporation (or acquiring corporation the Surviving Corporation shall cause such payments to be made), less Taxes required to be withheld under applicable Law due to the treatment of Options set forth in this Section 3.2 (which taxes the employer of such Pre-Closing Holder of Vested Options will remit to the applicable Governmental Authority), through the Company’s or its Subsidiaries’ payroll system no later than the next regularly occurring payroll payment date occurring at least fifteen (15) Business Days after the Closing Date. (d) Each of the Company, if it is the surviving corporation, Parent and Buyer (and their respective Board of Directors) shall each take or cause to be taken any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Option is exercisable immediately prior and all actions reasonably necessary to such event. If holders of Common Stock are given any choice as give effect to the securities, cash or property to be received treatment of Options set forth in a Fundamental Transaction, then Executive shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Options (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction3.2.

Treatment of Options. (Aa) If upon termination of his employment pursuant to Section 6(f)(1) Executive holds any options (At the “Options”) with respect to the common stock (the “Common Stock”) of the CompanyEffective Time, which are each outstanding Option, whether or not then exercisable, said Options shall immediately vest upon termination. All be canceled and, subject to the terms and conditions set forth in Sections 2.7(b) and 2.9, the holder thereof shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration for such Options shall remain outstanding and exercisable for cancellation, an amount in cash (the remainder "Option Merger Consideration") equal to the excess, if any, of (a) the full term thereof (i.e. the term product of said Option shall not be shortened as a result of any change in control provisions or other adjustment provisions contained in the Option agreement or the plan under which the Options were issued). (B) If Executive holds Options and (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Options, Executive shall have the right to receive, for each share of Common Stock underlying the Option that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock previously issuable, whether at or upon the passage of time or the successor or acquiring corporation or occurrence of future events, upon the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result exercise of such merger, consolidation or disposition Option and (ii) the Per Share Merger Consideration less (b) the product of assets by (x) the exercise price for a holder share of Common Stock previously issuable pursuant to such Option and (y) the number of shares of Common Stock for which previously issuable, whether at or upon the Option is exercisable immediately prior to such event. If holders passage of Common Stock are given any choice as to time or the securitiesoccurrence of future events, cash or property to be received in a Fundamental Transaction, then Executive shall be given upon the same choice as to the Alternate Consideration it receives upon any exercise of such Option. (b) At the Option following Effective Time, the Company shall cause each holder of the outstanding Options, or portions thereof, as set forth on Schedule 2.7(b) (each individually, a "Rollover Option," and collectively, the "Rollover Options"), to surrender such Fundamental TransactionRollover Options in exchange for the number of units ("Units") in the form attached hereto as Exhibit A, convertible into shares of common stock of Parent, as set forth on Schedule 2.7(b). To the extent necessary to effectuate the foregoing provisions, any successor to Company or surviving entity in such Fundamental Transaction shall issue to Executive a new option consistent with the foregoing provisions and evidencing Executive’s right to exercise such Option into Alternate Consideration. The terms Each holder of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6(f)(8) and insuring that the Rollover Options (or any such replacement securitya "Rollover Option Holder") will be similarly adjusted upon entitled to receive, in full settlement of such holder's Rollover Options, a Unit convertible into a number of shares of common stock of Parent as set forth on Schedule 2.7(b) and shall not be entitled to receive the Option Merger Consideration for such Rollover Options. The Units and the shares of common stock of Parent into which they are convertible shall be subject to all restrictions (x) imposed under any subsequent transaction analogous securities laws, including but not limited to a Fundamental Transactionthe Securities Act of 1933, as amended, and (y) set forth in the Stockholders Agreement.