Common use of Treatment of Options Clause in Contracts

Treatment of Options. Under the terms of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior to the Effective Time, and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement.

Treatment of Options. Under the terms Exhibit B sets forth options to acquire shares of the Purchase AgreementCompany’s common stock (“Shares”), conditioned upon execution of this Agreement by Optionholder, (a) immediately prior that have been previously granted to Executive pursuant to the Effective TimeWellcare Holdings, LLC 2002 Employee Option Plan (the “2002 Options”) and contingent uponthe Wellcare Health Plans, Inc. 2004 Equity Incentive Plan (the ”2004 Options” and, together with the 2002 Options, the Closing“Options”), the vesting of all unvested Optionsin each case, if any, will be accelerated such that such Options shall be fully are vested and exercisable on the date hereof. The Options shall remain outstanding and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised exercisable in accordance with their terms. All other unvested equity awards or options to acquire Shares granted to Executive shall be terminated as of immediately prior to the Effective Time (after giving effect to Separation Date. Promptly after, but in any event within ten business days after, any and all exercises of the acceleration Option(s), 40% of vesting the net proceeds of such Options pursuant to exercise(s) (i.e., after taking into account the preceding clause (a)), shall be canceled at payment of the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit applicable exercise price, as set forth on Exhibit A, multiplied by any associated brokerage and interest costs and applicable taxes) (ythe “Escrowed Funds”) shall be deposited in escrow (the number of Company Units subject to such Option “Escrow”) and vested as of immediately prior to the Effective Time and held until paid out in accordance with the terms Escrow Agreement (as hereinafter defined). The parties shall, in good faith, use commercially reasonable efforts to select a mutually agreeable Escrow agent and conditions to negotiate and execute an Escrow Agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit C, with such modifications as the Escrow Agent shall reasonably request, as soon as reasonably practicable after the date hereof. In the event the Escrow Agreement has not been executed by the date Executive exercises any Options, WellCare shall hold the Shares that would have been deposited in the Escrow and deposit such Shares in the Escrow promptly after full execution of the Company Plan Escrow Agreement. The Escrowed Funds shall be paid to Executive in accordance with Section 5 of the Escrow Agreement if, during the period ending on the first anniversary of the Separation Date (or such amountshorter period during which the applicable Covenants contained in each such Agreement apply in accordance with their terms) (the “Restricted Period”), Executive complies with his duties and obligations imposed under this Agreement and under the Restrictive Covenant Agreement, Confidentiality Agreement and Equity Agreements (collectively, the “Option Payment AmountAgreements”) (including, without limitation, the non-competition, non-solicitation, non-interference and confidentiality covenants set forth in the Agreements) (the “Covenants”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of . Without in any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount way limiting other remedies available to the Company, and the Escrowed Funds shall be paid to the Company in accordance with Section 5 of the Escrow Agreement, and Executive will forfeit any right or entitlement to any portion of the Escrowed Funds if, during the Restricted Period, the Executive fails to comply with this Agreement or the Covenants during the Restricted Period. This Section 12 shall pay such supersede and replace the repurchase provisions included in the 2002 Options. For the sake of clarity, any amount (less applicable withholding and any Taxes required that would have been paid to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing Executive pursuant to this Section 2.2 12 shall be paid, in the event of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound byExecutive’s death, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreementhis estate or designated beneficiaries.

Treatment of Options. Under Prior to the terms Closing, the Board of Directors of the Purchase AgreementCompany (or, conditioned upon execution of this Agreement by Optionholderif appropriate, any committee thereof) shall have adopted appropriate resolutions and taken all other actions necessary to provide that each outstanding stock option (aeach an “Option”) heretofore granted under the Company’s Stock Incentive Plan (the “Company Stock Plan”), whether or not currently vested or exercisable at the Effective Time, and which remains outstanding immediately prior to the Effective Time, and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested cancelled, no longer be outstanding and exercisable cease to represent the right to acquire Shares and (b) in consideration for such cancellation, each holder of an Option shall, at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior have the right to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time receive an amount in exchange for (i) the amount cash from Parent in respect thereof equal to (A) in the case of Exercisable Options (i) the product of (x) the amounttotal number of Shares subject or related to such Option, and (y) the excess, if any, by which (1) of the Closing Per Unit Share Amount exceeds (2) over the per Unit exercise price or purchase price, as set forth on Exhibit Athe case may be, multiplied by for each Share subject or related to such Option (subject to any applicable withholding taxes, the “Cash Option Payment”), (ii) the Final Adjustment Per Share Amount, if any, to be paid to such Person pursuant to Section 3.3, and (iii) their portion of the Escrow Fund, if any, pursuant to the terms of the Escrow Agreement, (B) in the case of Additional Exercisable Options (i) the product of (x) the total number of Shares subject or related to such Option, and (y) the number excess, if any, of Company Units the Final Per Share Amount over the exercise price or purchase price, as the case may be, for each Share subject to or related to such Option (subject to any applicable withholding taxes, the “Additional Option Payment”), and vested (ii) their portion of the Escrow Fund, if any, pursuant to the terms of the Escrow Agreement, in each case as of if such Option had been exercised and converted into Shares immediately prior to the Effective Time and (C) in accordance with the terms case of Options that are not Exerciseable Options or Additional Exerciseable Options, no amount shall be payable. The Shares and conditions any Company 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 Plan (such amountshall terminate upon the Effective Time. The Company has taken all steps necessary to ensure that the Company is not or will not be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the “Option Payment Amount”)current stockholders of Merger Sub or its Affiliates, plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of acquire any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 capital stock of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase AgreementSurviving Corporation.

Treatment of Options. Under the terms As of the Purchase AgreementEffective Time, conditioned upon execution the Company shall cause each In-the-Money Option to be cancelled, and each Optionholder shall have the right to receive, less any required tax withholdings and without interest, from the Surviving Corporation, in respect of this Agreement by Optionholdersuch In-the-Money Option, (a) the In-the-Money Option Cancellation Payment, payable in accordance with Section 2.05, (b) such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and (c) such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement. With respect to any Option that is not an In-the-Money Option, the Company shall cause the cancellation of such Option without any payment or other consideration therefor. As a condition to the receipt of the foregoing consideration provided in this Section 2.03, each holder of an In-the-Money Option shall agree and acknowledge in an option surrender form substantially in the form of Exhibit C hereto (the “Option Surrender Form”), with such modifications as may be necessary, in each case, in a manner reasonably acceptable to Parent, that such holder (A) approves of this Agreement, the Escrow Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative in accordance with the terms of this Agreement, (C) represents and warrants that it is the owner of all such In-the-Money Options free and clear of all Liens and (D) acknowledges that such Optionholder’s portion of the In-the-Money Option Cancellation Payment, such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement constitutes all of the consideration such Optionholder is entitled to receive with respect to the In-the-Money Options held by such Optionholder. Prior to the Effective Time, the Company shall take all actions necessary to (x) terminate, effective as of immediately prior to the Effective Time, the Equity Incentive Plan and contingent uponany other plan, the Closingprogram, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and or arrangement (bor provision thereof) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his issuance or her Additional Pro Rata Share of one or more distributions grant of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case interest in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share shares of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement.Common Stock,

Treatment of Options. Under the terms of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior Prior to the Effective Time, and contingent upon, the Closing, the vesting of Company shall take all unvested Options, if any, will be accelerated actions necessary such that such all Options shall be fully vested and exercisable and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised outstanding as of immediately prior to the Effective Time Closing (whether or not then exercisable) shall be cancelled in exchange for the right to receive the payment described in the following sentence, subject to the conditions set forth therein (the aggregate amount of such payments, the "Aggregate Option Consideration") and each Optionholder shall agree in writing to be bound by the terms hereof, including the provisions of Article 12, and shall be, to the extent of any Option exercises after the date hereof and prior to the Closing, an Individual Shareholder. Subject to Section 2.04 and the terms of the Option Escrow Agreement, each holder of an Option that is cancelled pursuant to the preceding sentence shall, in respect of such Option, be entitled to a cash payment in an amount equal to the product of (a) the excess of (i) the quotient obtained by dividing (A) the sum of the Closing Payment plus the aggregate exercise price of all Options outstanding as of the time of cancellation by (B) the sum of the total number of Shares outstanding as of the Closing (after giving effect to the acceleration cancellation of vesting of such the Options pursuant to this Section 2.03) plus the preceding clause number of shares of Common Stock subject to all Options outstanding as of the time of cancellation over (a)), shall be canceled at the Effective Time in exchange for (iii) the amount equal to (A) the product applicable exercise price of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit Asuch Option, multiplied by (yb) the number of Company Units subject to shares of Common Stock underlying such Option and vested as of immediately prior to Option. In the Effective Time and in accordance with the terms and conditions event that any portion of the Company Plan (such amount, the “Aggregate Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount is forfeited by the Escrow Agent due and payable any Optionholder pursuant to the terms of such Optionholder's option agreement or the Option Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant Agreement, any such forfeited amounts shall be paid to the Purchase Agreement, in each case in respect of such Option, plus Shareholders' Representative (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 benefit of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, Sellers and the Company shall pay such amount Optionholders (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to other than the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreementforfeited such amount)).

Treatment of Options. Under the terms As of the Purchase AgreementEffective Time, conditioned upon execution the Company shall cause each In-the-Money Option to be cancelled, and each Optionholder shall have the right to receive, less any required tax withholdings and without interest, from the Surviving Corporation, in respect of this Agreement by Optionholdersuch In-the-Money Option, (a) the In-the-Money Option Cancellation Payment, payable in accordance with Section 2.05, (b) such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and (c) such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement. With respect to any Option that is not an In-the-Money Option, the Company shall cause the cancellation of such Option without any payment or other consideration therefor. As a condition to the receipt of the foregoing consideration provided in this Section 2.03, each holder of an In-the-Money Option shall agree and acknowledge in an option surrender form substantially in the form of Exhibit C hereto (the “Option Surrender Form”), with such modifications as may be necessary, in each case, in a manner reasonably acceptable to Parent, that such holder (A) approves of this Agreement, the Escrow Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative in accordance with the terms of this Agreement, (C) represents and warrants that it is the owner of all such In-the-Money Options free and clear of all Liens and (D) acknowledges that such Optionholder’s portion of the In-the-Money Option Cancellation Payment, such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement constitutes all of the consideration such Optionholder is entitled to receive with respect to the In-the-Money Options held by such Optionholder. Prior to the Effective Time, the Company shall take all actions necessary to (x) terminate, effective as of immediately prior to the Effective Time, the Equity Incentive Plan and contingent uponany other plan, program, or arrangement (or provision thereof) for the issuance or grant of any interest in respect of shares of Company Common Stock, (y) ensure that neither Parent, the ClosingCompany nor any of their Subsidiaries will, as of the Effective Time, be bound by any rights under the Equity Incentive Plan or any other plan, program, or arrangement (or provision thereof) for the issuance or grant of any interest in respect of shares of Company Common Stock or other rights in respect of, the vesting capital stock of all unvested Optionsthe Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by this Section 2.03 in cancellation and settlement of In-the-Money Options and (z) ensure that any Employee Plan which allows any current or former employees, directors or individual independent contractors or consultants to invest directly or indirectly in Company Common Stock, if any, will be accelerated amended to eliminate such that such Options shall be fully vested and exercisable and (b) at investment option. Prior to the Effective Time, the Company shall deliver the Option Surrender Form to each Option that is held by Optionholder and outstanding, vested and unexercised as holder of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options which sets forth each holder’s rights pursuant to the preceding clause (a)), Equity Incentive Plan and the terms of this Agreement and stating how the Options shall be canceled at treated in the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as manner set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to this Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement2.03.

Treatment of Options. Under At the Effective Time, without further action from Company or any Company Optionholder, each Company Option that (i) is outstanding and unexercised as of the Effective Time (solely to the extent then-vested after giving effect to any acceleration provided under the terms of the Purchase AgreementCompany Option Plan, conditioned upon execution any individual stock option agreement under which the Company Option was granted, or any exercise of this Agreement discretion by Optionholder, Company to accelerate vesting) shall automatically be cancelled in exchange for the right of such Company Optionholder to receive an amount in cash equal to the product of (ax) the aggregate number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, and contingent upon, (y) the Closing, the vesting of all unvested Optionsexcess, if any, will be accelerated of (A) the estimated amount payable hereunder in respect of a share of Company Common Stock as set forth in the Consideration Schedule (the “Common Stock Value Amount”) over (B) the exercise price per share of such that such Options shall be fully vested and exercisable and (b) at the Effective Time, each Company Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect the “Option Consideration”) and (ii) is outstanding and unexercised as of the Effective Time (solely to the acceleration of vesting extent then-unvested) shall automatically be cancelled without payment therefor and shall cease to exist, and the Company Optionholders of such Company Options pursuant shall cease to have any rights with respect thereto. Notwithstanding the preceding clause (a))foregoing, if the exercise price per share of any Company Option is equal to or greater than Common Stock Value Amount, such Company Option shall be canceled cancelled at the Effective Time in exchange for (i) the amount equal to (A) the product without payment of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan consideration therefor (such amountCompany Options, the “Option Payment AmountUnderwater Options”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions . The applicable portion of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer Closing Option Consideration shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Surviving Company to each holder of a cancelled Company Option in accordance with Section 3.1(f) and the applicable portion of any Additional Option Consideration shall be paid by the Surviving Company within three (3) Business Days following its receipt of such Additional Option Consideration, to each holder of a cancelled Company Option (1) with respect thereto) to Additional Option Consideration payable to Company Optionholders who are current or former non-employee directors of the Company, to the Optionholder account(s) designated by such Company Optionholders by means of wire transfer of immediately available funds (if any, as applicable), and (2) with respect to Additional Option Consideration payable to all other Company Optionholders, through special the Surviving Company’s payroll on system, subject to withholding in accordance with Section 3.4; provided, that, in no event shall any Additional Option Consideration be paid more than five (5) years after the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Date (unless otherwise permitted by Code Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement409A).

Treatment of Options. Under (i) No Option will be continued, assumed or substituted by the terms Company, Surviving Corporation or Parent at the Effective Time as part of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) Merger. Each unexercised Option outstanding immediately prior to the Effective Time, Time will no longer be exercisable and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b) at cancelled without any payment therefor except as otherwise provided in this Agreement. At the Effective Time, each Option that is held by Optionholder and outstanding, vested outstanding and unexercised as of immediately prior to the Effective Time shall fully vest and be automatically cancelled, without any future liability to Parent, the Surviving Corporation, the Company or any other Person after the Closing, and converted automatically into the Optionholder’s right to receive an amount in cash, without interest, equal to (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for x) (i) the amount equal to excess, if any, of (A) the product Per Share Merger Consideration payable in respect of the shares of Common Stock underlying such Option over (B) the exercise price of such Option, multiplied by (ii) the number of vested shares of Common Stock issuable pursuant to such Option as of the Closing (the “Per Option Cancellation Payment”), and (y) any Additional Per Option Cancellation Payment, in each case of (x) and (y), upon the amount, if any, terms and subject to the conditions set forth in this Agreement and less all applicable withholding Taxes and subject to reduction for any other amounts that are required or have been authorized by which the Eligible Optionholder to be withheld (1) Per Unit Amount exceeds (2) the per Unit exercise pricefor example, as set forth on contributions to a 401(k) plan). No Optionholder shall be entitled to receive payment of his, her or its Per Option Cancellation Payment or any of his, her or its Additional Per Option Cancellation Payments unless such Optionholder has delivered to the Company prior to the Effective Time a fully executed and completed Omnibus Option Cancellation and Release Agreement, in substantially the form attached hereto as Exhibit AD (the “Omnibus Option Cancellation and Release Agreement”), multiplied by (y) pursuant to which such Optionholder shall acknowledge the number cancellation of Company Units all of his, her or its Options, effective as of the Effective Time, in exchange for his, her or its Per Option Cancellation Payment and any Additional Per Option Cancellation Payment, subject to such the terms and conditions hereof and thereof. Prior to the Closing, the Company shall deliver to each Optionholder their respective Omnibus Option Cancellation and vested Release Agreement for execution and return to the Company prior to the Effective Time. The Equity Incentive Plan shall terminate as of the Effective Time, no holder of Options issued pursuant to the Equity Incentive Plan or any participant in the Equity Incentive Plan shall have any further rights thereunder, and all award agreements under the Equity Incentive Plan shall terminate immediately prior to the Effective Time Time. Prior to the Effective Time, the Company shall take any and in accordance with all action necessary or appropriate under the terms Equity Incentive Plan or otherwise to give effect to this Section 2.6(d) and conditions ensure that none of Parent, the Surviving Corporation or the Company will, as of the Company Effective Time, be bound by any provisions of the Equity Incentive Plan (such amount, the “Option Payment Amount”), plus (ii) the right or otherwise for the Optionholder to receive his issuance or her Additional Pro Rata Share of one or more distributions grant of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case interest in respect of such Option, plus (iii) the right for the Optionholder to receive his shares of Company Capital Stock or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement other rights in respect of such Option. Buyer shall contribute the equity securities of any Company Entity, except the right to receive the applicable Per Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding Cancellation Payments and any Taxes required to be paid Additional Per Option Cancellation Payments contemplated by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to this Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement2.6(d).

Treatment of Options. Under Immediately prior to the terms Effective Time, subject to the further provisions of this subsection (a), each outstanding option to purchase shares of Company Common Stock (a “Company Option”) under the Stock Plans of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) Company or that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, automatically and contingent uponwithout any action on the part of the holder thereof, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be become fully vested and exercisable shall be cancelled pursuant to the terms as set forth in this Section 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 action on the 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 nearest hundredth of a share of Company Common Stock, equal to the product of (i) the difference obtained by subtracting (A) the exercise price applicable to such In-the-Money Option from (B) the closing price of Company Common Stock on NASDAQ on the day immediately preceding the Closing Date, and (bii) at the Effective Timenumber 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 day immediately preceding the Closing Date (less such 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 that is held by Optionholder shall for all purposes be deemed issued and outstanding, vested and unexercised outstanding as of immediately prior to the Effective Time (after giving effect to the acceleration Time, including for purposes of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) determining the number of Company Units subject Eligible Shares pursuant to Section 2.1. Upon such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amountcancellation, 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 on NASDAQ on the day immediately preceding the Closing Date (each, an “Option Payment AmountOut-Of-The-Money Option”), plus (ii) automatically and without any action on the right for part of the Optionholder holder thereof, shall receive no consideration with respect to receive his or her Additional Pro Rata Share of one or more distributions the cancellation of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Out-Of-the-Money Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement.