Common use of Treatment of Options Clause in Contracts

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each outstanding option to purchase Shares (the “Company Options”) other than the Company Warrants (as defined below), under any equity plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Option, and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder, the “Option Payments”). Promptly following the Effective Time (and no later than ten (10) days following the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder of a Company Option an amount equal to the Option Payment (if any) with respect to such Company Option. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment as set forth herein.

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereofi) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately Immediately prior to the Effective Time, each outstanding and unexercised option to purchase Shares (the each, a “Company OptionsOption”) other than the Company Warrants (as defined below), that is vested and was granted under any equity stock option plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended Company or any other equity plan or other Contract (collectively, the “Company Equity Stock Option Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receivereceive from the Company, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any all applicable withholding in accordance with Section 2.2(e)or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of vested Shares previously subject to such Company Option, Option immediately prior to such cancellation and (ii) the excess, if any, of the Per Share Amount Merger Consideration over the exercise price per Share previously subject to such Company Option immediately prior to such cancellation (such amounts payable hereunder, hereunder being referred to as the “Option Payments”), with the understanding that, for purposes of this clause, if there are different exercise prices for different Company Options held by the same holder, separate calculations shall be made for each exercise price. Promptly following Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Company Option is greater than the Offer Price, the Company Option shall be terminated and cancelled at the Effective Time (and no later than ten (10) days following the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder of a Company Option an amount equal to the Option Payment (if any) with respect to such Company Optionshall be made. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment Payment, if any. The Option Payments shall be paid by Parent or the Surviving Corporation as soon as practicable following the Effective Time, without interest. Each Company Option that is unvested immediately prior to the Effective Time (after giving effect to any accelerated vesting that occurs in connection with the Offer or the Merger, including, without limitation, any accelerated vesting that occurs pursuant to Section 2.4(a)(iii)) and is held by an individual who, after the Effective Time, is not an “employee” of Parent or an affiliate of Parent within the meaning of General Instruction A(1)(a)(1) of Form S-8, shall be cancelled as of immediately prior to the Effective Time without payment of any Merger Consideration or other amount with respect thereto or in settlement therefor, and the Company shall take all necessary action to provide for such cancellation and treatment. (ii) Immediately prior to the Effective Time, Parent shall assume, in a manner that complies in all material respects with Sections 409A and 424(a) of the Code, each unvested Company Option that is outstanding immediately prior to the Effective Time and held by an individual who, after the Effective Time, is an “employee” of Parent or an affiliate of Parent within the meaning of General Instruction A(1)(a)(1) of Form S-8 (each, an “Assumed Company Option”) and each Company Stock Option Plan pursuant to which any Assumed Company Option has been granted (as to such Assumed Company Options, but not as to the authority to grant new awards after the Effective Time). Each Assumed Company Option shall thereafter be exercisable, on substantially the same terms and conditions as in effect at the Effective Time, for such number of shares of Parent Common Stock that equals the number of shares of Company Common Stock subject to such Company Option as of the Effective Time multiplied by the Equity Exchange Ratio (rounded down to the nearest whole number). The exercise price per share of each such Assumed Company Option shall be equal to the exercise price per share set forth hereinat the Effective Time in the option agreement for such Company Option divided by the Equity Exchange Ratio (rounded up to the next whole cent). The Company and the administrator of the applicable Company Stock Option Plan(s) shall each use its commercially reasonable efforts to cause the Company Stock Option Plan(s) and all Assumed Company Options to be assumed by Parent on the terms and conditions set forth in this Section 2.4(a)(ii). As soon as practicable after the Effective Time, Parent shall make available to holders of Assumed Company Options a statement setting forth such holders’ rights pursuant to the Assumed Company Options, including the number of shares of Parent Common Stock subject to each such Assumed Company Option, the exercise price of each such Assumed Company Option. (iii) The parties hereby acknowledge that the Company shall, prior to the Acceptance Time, take all necessary action to provide that each unvested Company Option that is outstanding under the Company’s Amended and Restated 2007 Equity Incentive Plan or the Company’s Amended and Restated 2007 Incentive Stock and Award Plan immediately prior to the Effective Time and is held by an individual who is a non-employee director of the Company or an employee of the Company as of immediately prior to the Effective Time who is not offered employment by Parent or an affiliate of Parent on or prior to the Effective Time shall vest in full immediately prior to the Effective Time. (iv) The Company shall, prior to the Acceptance Time, take any and all action as may be necessary to amend the Company’s 2011 Equity Incentive Plan, as amended (the “2011 Stock Option Plan”), to provide that such plan shall not automatically terminate upon the occurrence of a “Change in Control” (as defined in the 2011 Stock Option Plan). (v) In no event shall the vesting of a Company Option that is held by a Continuing Employee or an employee who resigns his or her employment with the Company or revokes his or her offer acceptance with Parent or an affiliate of Parent, in each case, on or prior to the Effective Time accelerate in connection with the transactions contemplated by this Agreement, such resignation or such revocation. (vi) The Company shall, prior to the Effective Time, take (or cause to be taken) any and all action, and shall obtain all such consents, as may be necessary to effect the foregoing provisions of this Section 2.4(a). (vii) Parent will use its commercially reasonable efforts to cause Parent Common Stock issuable upon vesting of the Assumed Company Options to be registered with the SEC on Form S-8 no later than 90 days following the Effective Time, will exercise commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such Assumed Company Options remain outstanding and will maintain a sufficient number of reserved shares of Parent Common Stock for issuance upon exercise or vesting, as applicable, thereof.

Treatment of Options. Prior to At the Effective Time, all options to purchase shares of the Company Board Common Stock then outstanding under any of the Company's 1998 Director and Executive Officer Non-Statutory Stock Option Plan, the 1995 Director and Executive Officer Stock Option Plan (oras amended), if appropriatethe 1995 Employees and Consultants Stock Option Plan, any committee thereofand the 1993 Stock Option Plan, as amended (collectively referred to as the "Option Plans"), shall be assumed by Acquiror in accordance with the provisions described below. (1) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to At the Effective Time, each outstanding option to purchase Shares (the “Company Options”) other than shares of the Company Warrants Common Stock (a "Company Option") under the Option Plans or otherwise, whether vested or unvested, shall be, as defined below), under any equity plan a consequence of the CompanyMerger, including the 2000 Stock Option/Stock Issuance Planassumed by Acquiror. Each Company Option so assumed under this Agreement shall continue to have, and be subject to, the 2010 Stock Incentive same terms and conditions set forth in the Option Plan and and/or as provided in the 2011 Stock Incentive Planrespective option agreements governing such Company Option immediately prior to the Effective Time, each as amended except that (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any i) such cancelled Company Option shall be entitled exercisable for that number of whole shares of Acquiror Common Stock equal to receive, in consideration the number of the cancellation shares of Company Common Stock underlying such Company Option and in settlement therefor, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal immediately prior to the product of (i) Effective Time multiplied by the total Exchange Ratio, rounded to the nearest whole number of Shares previously subject to such Company Optionshares of Acquiror Common Stock, and (ii) the excess, if any, per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed Company Option shall be equal to the Per Share Amount over quotient determined by dividing the exercise price per Share previously subject to share of Company Common Stock at which such Company Option (such amounts payable hereunder, the “Option Payments”). Promptly following was exercisable immediately prior to the Effective Time (and no later than ten (10) days following by the Effective Time)Exchange Ratio, Parent shall cause the Surviving Corporation to pay to each holder of a Company Option an amount equal rounded to the Option Payment (if any) with respect to such Company Option. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment as set forth herein.nearest whole

Treatment of Options. Prior (a) Except as otherwise agreed by Newco and any such holder of an Option (as defined below) prior to the Effective Time, including pursuant to the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide thatEmployment Arrangements, immediately prior to the Effective Time, each outstanding stock option to purchase Shares held by any current or former employee or director (an "Option") granted under the 1996 Stock Option Plan for Key Employees (the “Company Options”) other than the Company Warrants (as defined below"Stock Plan"), under any equity plan of whether or not then exercisable, shall be cancelled by the Company, including and except as otherwise agreed by the 2000 Stock Option/Stock Issuance PlanCompany, Newco and the holder, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option thereof shall be entitled to receive, receive at the Effective Time or as soon as practicable thereafter from the Company in consideration of the for such cancellation of such Company Option and in settlement therefor, a payment an amount in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (ia) the total number of Shares shares of Company Common Stock previously subject to such Company Option, Option and (iib) the excess, if any, of the Per Share Amount Cash Election Price over the per share exercise price per Share A-4 9 of the shares of Company Common Stock previously subject to such Option, reduced by the amount of any withholding or other taxes required by law to be withheld (the "Option Cash-Out Amount"). (b) The Company Option (shall use its reasonable best efforts to take all such amounts payable hereunder, the “Option Payments”). Promptly following action as is necessary prior to the Effective Time (to terminate the Stock Plan so that on and no later than ten (10) days following after the Effective Time), Parent Time no current or former employee or director shall cause have any Option to purchase shares of Company Common Stock or any other equity interest in the Surviving Corporation Company under the Stock Plan and to pay to each holder of a Company Option an amount equal to the Option Payment (if any) with respect to such Company Option. From provide that from and after the Effective Time, to the extent any Option has not been cancelled as contemplated by Section 2.4(a), upon exercise of any such cancelled Company Option Option, the holder thereof shall no longer be exercisable by the former holder thereof, but shall entitled to receive only entitle such holder to the payment of the Option Payment as set forth hereinCash-Out Amount. The Company shall use its reasonable best efforts to obtain any consents necessary to release the Company from any liability in respect of any Option.

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereofa) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each outstanding Each option to purchase Shares shares of Company Common Stock (individually a “Company Option” and collectively, the “Company Options”) other than outstanding immediately prior to the Effective Time pursuant to any Company Warrants (as defined below), under any equity plan of Stock Plan or otherwise will at the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan Effective Time be cancelled and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and will, in full settlement thereforof such Company Option, a payment in cash receive from the Company an amount (subject to any withholding applicable withholding), if any, in accordance with Section 2.2(e)) of an amount cash equal to the product of (i) the total number of Shares previously subject to such Company Option, and (iix) the excess, if any, of the Per Share Amount Merger Consideration over the exercise price per Share previously share of Company Common Stock underlying such Company Option multiplied by (y) the number of shares of Company Common Stock subject to such Company Option, whether or not vested or exercisable; provided that the aggregate amount of such payment shall be rounded down to the nearest whole cent. If the applicable exercise price of any Company Option (equals or exceeds the Merger Consideration, such amounts payable hereunderCompany Option shall be cancelled without payment of additional consideration, and all rights with respect to such Company Option shall terminate as of the Effective Time. Parent shall pay, or shall cause the Surviving Corporation to pay, the “amount of cash payable in respect of each Company Option Payments”). Promptly as soon as practicable following the Effective Time (and Time, but in any event no later than ten (10) days Business Days following the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder . The holders of a Stock Options will have no further rights in respect of any Company Option an amount equal to the Option Payment (if any) with respect to such Company Option. From Options from and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder . (b) Prior to the payment Effective Time, the Company will adopt such resolutions and take such other actions as are necessary in order to (i) effectuate the actions contemplated by this Section 1.9 or to otherwise cancel the Company Options prior to the Effective Time, and (ii) terminate each Company Stock Plan, in each case without paying any consideration or incurring any debts or obligations on behalf of the Option Payment as set forth hereinCompany or the Surviving Corporation, provided that such resolutions and actions shall expressly be conditioned upon the consummation of the Merger and the other transactions contemplated hereby and shall be of no effect if this Agreement is terminated.

Treatment of Options. (a) At the Effective Time, the Company’s obligations with respect to each Assumed Option will be assumed by the Buyer. Each Assumed Option so assumed by the Buyer under this Agreement shall be subject to substantially the same terms and conditions set forth in the agreement pursuant to which such Assumed Option was issued as in effect immediately prior to the Effective Time, except that (i) such Assumed Option will be exercisable for that number of shares of Buyer Common Stock equal to the product of the number of shares of Company Common Stock that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole number of shares of Buyer Common Stock and (ii) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. The adjustment to each Assumed Option pursuant to this Agreement shall be made in a manner that complies with Treasury Regulation Sections 1.424-1 and 1.409A-1(b)(5)(v)(D). (b) Prior to the Effective Time, the vesting of each outstanding option to purchase shares of Company Board Common Stock under the 1997 Stock Plan (orthe “1997 Plan Options”), if appropriateto the extent not yet fully vested, shall be accelerated such that all outstanding 1997 Plan Options are exercisable in full for a specified period of time prior to the Effective Time (the “Exercise Period”). At the Effective Time, each 1997 Plan Option that has not been previously exercised shall terminate, and the Company shall have no further obligations with respect to any committee thereof) such unexercised 1997 Plan Option. The Company shall adopt appropriate resolutions and take all other actions action that may be reasonably necessary and appropriate to provide thateffectuate the provisions of this Section 3.4, immediately including without limitation providing written notice to all holders of 1997 Plan Options by no later than 30 days prior to the Effective Time, each outstanding option which notice shall specify the Exercise Period and indicate that the vesting of 1997 Plan Options, to purchase Shares (the “Company Options”) other than the Company Warrants (as defined below), under any equity plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become extent not fully vested, cancelled andwill be accelerated, in exchange therefor, each former holder that any exercises of any such cancelled Company Option shall be entitled 1997 Plan Options must occur prior to receive, in consideration the end of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company OptionExercise Period, and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share that any 1997 Plan Option that has not previously subject to such Company Option (such amounts payable hereunder, the “Option Payments”). Promptly following the Effective Time (and no later than ten (10) days following been exercised will automatically terminate at the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder . (c) Buyer will reserve sufficient shares of a Company Option an amount equal Buyer Common Stock for issuance pursuant to the Option Payment (if any) with respect to such Company OptionAssumed Options under this Section 3.4. From and As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder successor form) or another appropriate form with respect to the payment shares of Buyer Common Stock subject to the Assumed Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the Option Payment prospectus or prospectuses contained therein) for so long as set forth hereinsuch Assumed Options remain outstanding.

Treatment of Options. (a) At the Effective Time, the Company's obligations with respect to each Assumed Option will be assumed by the Buyer. Each Assumed Option so assumed by the Buyer under this Agreement shall be subject to substantially the same terms and conditions set forth in the agreement pursuant to which such Assumed Option was issued as in effect immediately prior to the Effective Time, except that (i) such Assumed Option will be exercisable for that number of shares of Buyer Common Stock equal to the product of the number of shares of Company Common Stock that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole number of shares of Buyer Common Stock and (ii) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. The adjustment to each Assumed Option pursuant to this Agreement shall be made in a manner that complies with Treasury Regulation Sections 1.424-1 and 1.409A-1(b)(5)(v)(D). (b) Prior to the Effective Time, the vesting of each outstanding option to purchase shares of Company Board Common Stock under the 1997 Stock Plan (orthe "1997 Plan Options"), if appropriateto the extent not yet fully vested, shall be accelerated such that all outstanding 1997 Plan Options are exercisable in full for a specified period of time prior to the Effective Time (the "Exercise Period"). At the Effective Time, each 1997 Plan Option that has not been previously exercised shall terminate, and the Company shall have no further obligations with respect to any committee thereof) such unexercised 1997 Plan Option. The Company shall adopt appropriate resolutions and take all other actions action that may be reasonably necessary and appropriate to provide thateffectuate the provisions of this Section 3.4, immediately including without limitation providing written notice to all holders of 1997 Plan Options by no later than 30 days prior to the Effective Time, each outstanding option which notice shall specify the Exercise Period and indicate that the vesting of 1997 Plan Options, to purchase Shares (the “Company Options”) other than the Company Warrants (as defined below), under any equity plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become extent not fully vested, cancelled andwill be accelerated, in exchange therefor, each former holder that any exercises of any such cancelled Company Option shall be entitled 1997 Plan Options must occur prior to receive, in consideration the end of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company OptionExercise Period, and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share that any 1997 Plan Option that has not previously subject to such Company Option (such amounts payable hereunder, the “Option Payments”). Promptly following the Effective Time (and no later than ten (10) days following been exercised will automatically terminate at the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder . (c) Buyer will reserve sufficient shares of a Company Option an amount equal Buyer Common Stock for issuance pursuant to the Option Payment (if any) with respect to such Company OptionAssumed Options under this Section 3.4. From and As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder successor form) or another appropriate form with respect to the payment shares of Buyer Common Stock subject to the Assumed Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the Option Payment prospectus or prospectuses contained therein) for so long as set forth hereinsuch Assumed Options remain outstanding.

Treatment of Options. Prior to the Effective Time, the (a) The Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each outstanding option to purchase Shares (the an “Company OptionsOption”) other than granted under any Plan that is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be canceled (provided that any such Options shall be canceled by the Company Warrants (as defined belowonly to the extent permitted by the terms of the Plans and any agreements governing the Options, and otherwise the Company shall use its reasonable best efforts to cancel any such Options), under any equity plan of and the holder thereof shall receive at the Effective Time from the Company, including or as soon as practicable thereafter (but in no event later than five days after the 2000 Stock Option/Stock Issuance Plan, Effective Time) from the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receiveSurviving Corporation, in consideration of the cancellation of for such Company Option and in settlement thereforcancellation, a payment an amount in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (iA) the total number of Shares previously subject to such Company Option, Option and (iiB) the excess, if any, of the Per Share Amount Merger Consideration over the exercise price per Share previously subject to such Company Option Option, less any required withholding taxes. (b) Each Share granted subject to vesting or other lapse restrictions pursuant to any Plan (collectively, “Restricted Shares”) which is outstanding immediately prior to the Effective Time shall vest and become free of such amounts payable hereunderrestrictions as of the Effective Time to the extent provided by the terms thereof (as such Plans may be amended prior to the Effective Time in accordance with the terms hereof) and at the Effective Time the holder thereof shall, subject to this Article II, be entitled to receive the Merger Consideration with respect to each such Restricted Share, less any required withholding taxes. (c) Except with respect to those awards listed on Section 2.04(e) of the Disclosure Letter, which shall be treated as set forth in Section 2.04(e) below (the “Stock Unit Awards”), the Company shall provide that, immediately prior to the Effective Time, each award of a right under any Plan entitling the holder thereof to Restricted Shares, Shares or cash equal to or based on the value of Shares (collectively, “Option PaymentsStock Units”). Promptly following ) which, in each case, is outstanding as of the Effective Time (whether vested or unvested) shall be canceled by the Company (provided that any such Stock Unit shall be canceled by the Company only to the extent permitted by the terms of the Plans and any agreements governing the Stock Units and Section 409A of the Code, and otherwise the Company shall use its reasonable best efforts to cancel any such Stock Units) and the holder thereof shall be entitled to receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no event later than five days after the Effective Time) from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the product of (A) the number of Shares previously subject to such Stock Unit and (B) the excess, if any, of the Merger Consideration over the exercise price per Share, if any, previously subject to such Stock Unit, less any required withholding taxes. (d) All account balances under the Company Deferred Compensation Plan, dated as of June 15, 2005 and the Company Retirement Benefit Restoration Plan, dated as of January 1, 2005 (the “Deferred Compensation Plans”) will be paid out in cash to participants therein by the Company at the Effective Time, or as soon as practicable thereafter (but in no event later than thirty days after the Effective Time) by the Surviving Corporation, less any required withholding taxes. (e) The Stock Unit Awards listed on Section 2.04(e) of the Disclosure Letter shall remain outstanding and the Surviving Corporation shall make payments, if any, pursuant to and in accordance with the terms of the agreement evidencing the grant of such Stock Unit Awards (the “Stock Unit Award Grant Agreement”), including any provisions with respect to forfeiture, accelerated payment of such Stock Unit Awards in certain circumstances and the satisfaction of performance criteria. With respect to those Stock Unit Awards payable in Shares under the applicable Stock Unit Award Grant Agreement, in accordance with Section 12 of the Company 2004 Equity Incentive Plan, as amended, the Surviving Corporation shall pay to the grantee an amount in cash equal to the product of (A) the number of Shares to which such grantee would have been entitled, if any, under the terms of the Stock Unit Award and (B) the Merger Consideration, less any required withholding taxes. Notwithstanding anything to the contrary in the applicable Stock Unit Award Grant Agreement, the Stock Unit Awards listed on Section 2.04(e) of the Disclosure Letter that are identified therein as “Performance Unit Grants to be Accelerated Pursuant to Section 2.04(e) of the Agreement” (the “Accelerated Awards”) shall become fully vested as of the later of January 15, 2007 and the Business Day immediately following the Closing Date as if all performance targets had been satisfied with respect to such Accelerated Awards, and within ten (10) days following the Effective Time)of such later date, Parent shall cause the Surviving Corporation to shall pay to each holder of a Company Option the grantee an amount in cash equal to the Option Payment sum of (1) the product of (x) the number of Shares to which such grantee would have been entitled under the terms of the Accelerated Award and (y) the Merger Consideration, and (2) the cash portion of such grantee’s Accelerated Award, if any) with respect to , under the applicable Stock Unit Award Agreement evidencing such Company Option. From and after the Effective TimeAccelerated Award, less any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment as set forth hereinapplicable withholding taxes.

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately Immediately prior to the Effective Time, each outstanding unexpired and unexercised option to purchase Shares shares of Company Common Stock (the each, a “Company OptionsStock Option”) other than the Company Warrants (as defined below), under any equity plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Planwhether or not then exercisable or vested, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled canceled and, in exchange therefor, each former holder of any such cancelled canceled Company Stock Option shall be entitled to receive, in consideration of the cancellation cancelation of such Company Stock Option and in settlement therefor, a payment in cash (subject to any applicable withholding in accordance with Section 2.2(e)or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares previously shares of Company Common Stock subject to such Company Option, Stock Option immediately prior to such cancelation and (ii) the excess, if any, of the Per Share Amount Merger Consideration over the exercise price per Share previously share subject to such Company Stock Option immediately prior to such cancelation (such amounts payable hereunder, hereunder being referred to as the “Option Payments”). Promptly following the Effective Time (and no later than ten (10) days following the Effective Time), Parent shall cause the Surviving Corporation to pay to each No holder of a Company Stock Option that, as of immediately prior to such cancelation, has an amount exercise price per share that is equal to or greater than the Option Payment (if any) Merger Consideration shall be entitled to any payment with respect to such canceled Company Stock Option. From and after the Effective Time, any such cancelled each Company Stock Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the corresponding Option Payment Payment, if any. On or prior to its first applicable payroll payment date that is after 15 days following the Closing, the Surviving Corporation shall make (or cause to be made) by a payroll payment and subject to withholding, if any, as set forth hereindescribed in Section 4.8, to each holder of Company Stock Options, such holder’s Option Payment.

Treatment of Options. Prior (a) Each option to the Effective Timepurchase shares of Company Common Stock (individually a "Company Option" and collectively, the "Company Board (or, if appropriate, any committee thereofOptions") shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, outstanding immediately prior to the Effective Time, each outstanding option Time pursuant to purchase Shares (any Company Stock Plan or otherwise will at the “Company Options”) other than the Company Warrants (as defined below), under any equity plan of the Company, including the 2000 Stock Option/Stock Issuance Plan, the 2010 Stock Incentive Plan Effective Time be cancelled and the 2011 Stock Incentive Plan, each as amended (collectively, the “Company Equity Plans”), or otherwise shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and will, in full settlement thereforof such Company Option, a payment in cash receive from the Company an amount (subject to any withholding applicable withholding), if any, in accordance with Section 2.2(e)) of an amount cash equal to the product of (i) the total number of Shares previously subject to such Company Option, and (iix) the excess, if any, of the Per Share Amount Merger Consideration over the exercise price per Share previously share of Company Common Stock underlying such Company Option multiplied by (y) the number of shares of Company Common Stock subject to such Company Option, whether or not vested or exercisable; provided that the aggregate amount of such payment shall be rounded down to the nearest whole cent. If the applicable exercise price of any Company Option (equals or exceeds the Merger Consideration, such amounts payable hereunderCompany Option shall be cancelled without payment of additional consideration, and all rights with respect to such Company Option shall terminate as of the Effective Time. Parent shall pay, or shall cause the Surviving Corporation to pay, the “amount of cash payable in respect of each Company Option Payments”). Promptly as soon as practicable following the Effective Time (and Time, but in any event no later than ten (10) days Business Days following the Effective Time), Parent shall cause the Surviving Corporation to pay to each holder . The holders of a Stock Options will have no further rights in respect of any Company Option an amount equal to the Option Payment (if any) with respect to such Company Option. From Options from and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder . (b) Prior to the payment Effective Time, the Company will adopt such resolutions and take such other actions as are necessary in order to (i) effectuate the actions contemplated by this Section 1.9 or to otherwise cancel the Company Options prior to the Effective Time, and (ii) terminate each Company Stock Plan, in each case without paying any consideration or incurring any debts or obligations on behalf of the Option Payment as set forth hereinCompany or the Surviving Corporation, provided that such resolutions and actions shall expressly be conditioned upon the consummation of the Merger and the other transactions contemplated hereby and shall be of no effect if this Agreement is terminated.