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, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total number of shares of Company Common Stock deemed to be issued upon the deemed exercise of such Company Option and (B) the excess, if any, of the Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such deemed exercised Company Option shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a).

Treatment of Options. Prior to As of 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, (i) the vesting and exercisability of each then unexpired and unexercised outstanding option or similar rights to purchase Company Common Stock Shares (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Micronetics 2006 Equity Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to timeamended, or and any other plan, agreement or arrangement of the Company or any Company Subsidiary described in Section 2.4 of the Company Disclosure Letter (collectively, the “Company Stock Equity Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company which is vested immediately prior to the Effective TimeTime (each, shall be fully accelerated, (iia “Vested Option”) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminatedand, and (iii) in exchange therefor, each Company former holder of any such cancelled Vested Option with an exercise price per share of Company Common Stock that is less than the Common Offer Priceshall be entitled to receive, without regard to the identity in consideration of the holdercancellation of such Vested Option and in settlement therefor, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount equal to the product of (Ai) the total number of shares of Company Common Stock deemed Shares previously subject to be issued upon the deemed exercise of such Company Vested Option and (Bii) the excess, if any, of the Common Consideration Per Share Amount over the exercise price per share of Company Common Stock Share previously subject to such Company Vested Option (such amounts payable hereunder being referred to as hereunder, the “Option Payments”). From and after the Effective Time, any such deemed exercised Company cancelled Vested Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option PaymentsPayment. Without limiting Effective as of the foregoingEffective Time, Parent shall assume the Company shall take all necessary action under the Company Stock Equity Plans and each Company Option, which is unvested immediately prior to the stock Effective Time (each, an “Assumed Company Option”) together with the option agreements evidencing representing each such Assumed Company Option; provided, however that the Parent shall not assume the Micronetics 2003 Equity Incentive Plan, as amended or any Company Options issued thereunder. Each Assumed Company Option shall thereafter be exercisable for such number of shares of Parent’s common stock, par value $.01 per share (including, the “Parent Common Stock”) as equals the number of shares of Common Stock subject to such Assumed Company Option multiplied by the Option Exchange Ratio (rounded down to the extent necessary, obtaining consent nearest whole number). The exercise price per share of each such Assumed Company Option shall be equal to the holders exercise price per share set forth in the option agreement for such Assumed Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). The Company and the administrator of the Company Options) Equity Plans shall each provide reasonable cooperation to effectuate the actions contemplated by Parent in connection with its assumption of the Company Equity Plans and Assumed Company Options on the terms and conditions set forth in this Section 2.4(a)2.4 including providing necessary information and any notices to employees. For the avoidance of doubt, the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Code. “Option Exchange Ratio” means the quotient obtained by dividing (i) the Per Share Amount by (ii) the average closing price of a share of Parent Common Stock as reported on the Nasdaq Global Select Market during the 20 trading-day period ending on the second to last Nasdaq trading day immediately prior to the Closing Date. Attached as Exhibit E is a model calculation for the Option Exchange Ratio and the number and exercise price for the Assumed Company Options.

Treatment of Options. Prior to (a) At the Effective Time, the each Company Board Option (or, if appropriate, any committee or portion thereof) shall adopt appropriate resolutions that (i) is outstanding and take all other actions necessary and appropriate to provide that, vested as of immediately prior to the Effective Time (after giving effect to any acceleration in connection with the Effective Time) and (ii) has an exercise price per Share that is less than the Merger Consideration shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Option as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share under such Company Option and (ii) the number of Shares subject to such Company Option. (b) At the Effective Time, each Company Option (or portion thereof) that (i) is outstanding and unvested as of immediately prior to the Effective Time and (ii) has an exercise price per Share that is less than the Merger Consideration, shall be assumed by Parent and converted automatically at the Effective Time into an option to purchase shares of Parent Common Stock, and which has other material terms and conditions substantially the same terms as those of the related Company Option, except that (x) the number of shares of Parent Common Stock subject to each such Company Option shall be determined by multiplying the number of Shares subject to such Company Option immediately prior to the Effective Time by a fraction (the “Exchange Ratio”), the numerator of which is the per share Merger Consideration and the denominator of which is the average closing price of Parent Common Stock on the NYSE over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share) and (y) the exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) shall equal (A) the exercise price per Share of the Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. It is the intention of the parties that each Company Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option at the Effective Time. The exercise price per share and the number of shares of Parent Stock purchasable pursuant to each converted Company Option following the Effective Time as well as the terms and conditions of exercise of such option shall be determined in order to comply with Sections 424(a) and 409A of the Code. (c) Notwithstanding the foregoing paragraphs (a) and (b), at the Effective Time, (i) each Company Option, whether vested or unvested, that (A) is outstanding as of immediately prior to the vesting Effective Time and exercisability of (B) has an exercise price per Share that is equal to or greater than the Merger Consideration and (ii) each then unexpired Company Option that (A) is outstanding and unexercised option unvested immediately prior to the Effective Time (other than those Company Options that, by their terms, vest (through acceleration or similar rights otherwise) prior to purchase Company Common Stock or upon the Effective Time) and (the “Company Options”), granted under any stock option plan B) is held by (1) a non-employee director of the Company, including the Clarient(2) a person who is not an employee of, Inc. 2007 Incentive Award Planor a consultant to, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, Company or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant Subsidiary of the Company immediately prior to the Effective Time, shall or (3) a person who ceases to be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than employee or equal to the Common Offer Price, without regard to the identity consultant of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at upon the Effective Time, shall be terminated canceled, and converted into the holder thereof shall not be entitled to any cash payment, options to purchase shares of Parent Common Stock, or other consideration in respect thereof. (d) Prior to the Effective Time, the Company shall deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion), if any, to each holder of Company Equity Award setting forth each holder’s rights pursuant to the respective Company Equity Plan, stating that such Company Equity Awards shall be treated in the manner set forth in this Section 7.11. (e) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Equity Plans shall terminate and (ii) no holder of a Company Equity Award or any participant in any Company Equity Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive an amount (subject the payment contemplated by Section 7.11(a) in cancellation and settlement thereof or the right to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total number of purchase shares of Company Parent Common Stock deemed to be issued upon the deemed exercise of such Company Option and contemplated by Section 7.11(b). (Bf) the excess, if any, of the Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to As soon as the “Option Payments”). From and reasonably practicable after the Effective Time, and in any event within ten (10) Business Days after the Effective Date, Parent shall file with the SEC a registration statement on Form S-8 with respect to the shares of Parent Stock issuable upon exercise of the Company Options that are assumed by Parent hereunder, and Parent shall exercise commercially reasonable efforts to maintain the effectiveness of such deemed exercised registration statement for so long as such Company Options remain outstanding. Notwithstanding anything in this Agreement to the contrary, Parent shall not issue any shares of Parent Stock in respect of any Company Option until the S-8 to be filed as herein provided is so filed and becomes effective. (g) Within five (5) Business Days after request from Parent to do so (which request shall only entitle such holder not be given more than five (5) Business Days prior to the payment of the Option Payments. Without limiting the foregoingEffective Time), the Company shall take all such action as may be necessary action to establish a New Exercise Date (as defined under the Company’s 2007 Employee Stock Purchase Plan (the “ESPP”)) prior to the Effective Time with respect to the Offering Periods (as defined in the ESPP) otherwise then in effect (the “Final Exercise Date”). Each outstanding option under the ESPP on the Final Exercise Date shall be exercised on such date for the purchase of Company Common Stock Plans and in accordance with the stock option agreements evidencing terms of the ESPP. For clarity, the Company Options (including, shall take such action as may be necessary to terminate the extent necessary, obtaining consent ESPP as of the holders Business Day immediately preceding the Effective Time. (h) Subject to Parent’s compliance with the preceding provisions of this Section 7.11, the parties agree that, following the Effective Time, no holder of a Company Equity Award or any participant in any Company Equity Plan, or other Company Employee Plan or employee benefit arrangement of the Company Optionsor under any employment agreement shall have any right hereunder to acquire any Equity Interest (including any “phantom” stock or stock appreciation rights) to effectuate in the actions contemplated by this Section 2.4(a)Company, any of its Subsidiaries or the Surviving Corporation.

Treatment of Options. Prior (a) The Company has awarded stock options under (i) the Company’s 2001 Stock Option Plan and the Company’s 2010 Stock Option Plan and (ii) the individual stock option agreement (which, for purposes of this Agreement, constitutes a separate Company Employee Plan) (as amended through the date of this Agreement, collectively referred to as the “Company Stock Option Plans”). Between the date of this Agreement and the Effective Time, the Company shall take all necessary action (which action shall be effective as of the Effective Time) to (A) terminate the Company Stock Option Plans and (B) cancel, as of the Effective Time, each outstanding option to purchase shares of Company Common Stock granted under the Company Stock Option Plans or otherwise (each, a “Company Stock Option”) that is outstanding and unexercised, whether or not vested or exercisable, as of such date (in each case, without the creation of additional liability to the Company or any Subsidiary). As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company Board (or, if appropriate, any committee thereofadministering the Company Stock Option Plans) shall adopt appropriate such resolutions and take all other actions that are necessary and appropriate for the treatment of the Company Stock Options pursuant to provide thatthis Section 2.08. (b) As of the Effective Time, each holder of a Company Stock Option immediately prior to the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, Time shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right entitled to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of cash, without interest, equal to the product of (Ai) the total number of shares of Company Common Stock deemed subject to be issued upon the deemed exercise of such Company Stock Option and multiplied by (Bii) the excess, if any, of the Common Merger Consideration over the exercise price per share of such Company Common Stock previously subject Option (with the aggregate amount of such payment to the holder to be rounded to the nearest cent), less applicable withholding taxes required to be withheld with respect to such exercise or payment. No holder of a Company Stock Option (that has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such amounts payable hereunder being referred to as the “cancelled Company Stock Option Payments”). From and before, at or after the Effective Time, any such deemed exercised Company Option shall only entitle such holder to the payment . (c) As of the Option Payments. Without limiting the foregoingEffective Time, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders holder of the Company OptionsWarrant immediately prior to the Effective Time shall be entitled to receive, upon the exercise thereof, an amount of cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock issuable upon the exercise of the Company Warrant multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of the Company Warrant (with the aggregate amount of such payment to effectuate the actions contemplated by this Section 2.4(aholder to be rounded to the nearest cent), less applicable withholding taxes required to be withheld with respect to such exercise or payment. If the Company Warrant has an exercise price per Share that is equal to or greater than the Merger Consideration, the holder of the Company Warrant shall not be entitled to any payment with respect to the Company Warrants before, at or after the Effective Time.

Treatment of Options. Prior (a) The Company shall use its best efforts to the Effective Timedeliver to Acquiror, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, on or immediately prior to the Effective Time, either (i1) new option agreements evidencing the consent of each holder of a Company Stock Option to have such Company Stock Option assumed by Acquiror and to become an option to acquire Acquiror Common Stock or (2) the vesting and exercisability opinion of each then unexpired and unexercised option or similar rights Company's counsel called for by clause (B) of Section 6.3(h). Each Company Stock Option issued pursuant to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 's 1996 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Stock Plan, as amended from time or issued other than pursuant to time, or any other plan, agreement or arrangement such plan as set forth in the Company Disclosure Schedule (collectively, the “"Company Stock Option Plans”"), held whether or not vested or exercisable, shall, subject to execution and delivery of a new option agreement by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, be assumed by Acquiror and shall be cancelled constitute an option to acquire, on the same terms and terminatedconditions as were applicable under such assumed Company Stock Option, and (iii) each Company Option with an exercise price per share a number of Company shares of Acquiror Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total Exchange Ratio and the number of shares of Company Common Stock subject to such Company Stock Option (rounded to the nearest whole number of shares of Acquiror Common Stock), at a price per share equal to the aggregate exercise price for the shares of Company Common Stock subject to such Company Stock Option divided by the number of whole shares of Acquiror Common Stock deemed to be issued upon purchasable pursuant to such Company Stock Option; provided, however, that in the deemed case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 or Section 423 of the Code ("Qualified Stock Options"), the option price, the number of shares purchasable pursuant to such Company Stock Option and the terms and conditions of exercise of such Company Stock Option and (B) the excess, if any, shall be determined in order to comply with Section 424 of the Common Consideration over Code. Acquiror shall comply with the exercise price per share terms of the Company Option Plans and the terms of the Company Stock Options issued other than pursuant to the Company Option Plans as they apply to the Company Stock Options assumed as set forth above. (b) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock previously for delivery upon exercise of the Company Stock Options assumed in accordance with this Section 5.7. Acquiror shall file a registration statement on Form S-8 (or any successor form) or another appropriate form, effective as of the Effective Time, with respect to shares of Acquiror Common Stock subject to such Company Option Stock 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 prospectus or prospectuses contained therein) for so long as such amounts payable hereunder being referred Company Stock Options remain outstanding. With respect to as those individuals who subsequent to the “Option Payments”). From and after Merger will be subject to the Effective Timereporting requirements under Section 16(a) of the Exchange Act, any such deemed exercised Acquiror shall administer the Company Option shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under Plans and the Company Stock Plans and the stock option agreements evidencing the Company Options (including, assumed pursuant to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a)5.7 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

Treatment of Options. Prior to At the Effective Time, each outstanding option to purchase Shares (a “Company Option”) under the Company Board Stock Plans (or, if appropriate, any committee thereofas defined in Section 5.1(b)) shall adopt appropriate resolutions and take all other actions necessary and appropriate that is vested at the Effective Time (including those that vest at the Effective Time by virtue of having been scheduled to provide that, immediately prior to vest on or before the first anniversary of the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminatedeach holder thereof shall receive from the Company, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than on the Common Offer PriceClosing Date, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) cash equal to the product of (Ax) the total number of shares of Company Common Stock deemed Shares subject to be issued upon the deemed exercise of such Company Option and times (By) the excess, if any, of the Common Per Share Merger Consideration over the exercise price per share of Company Common Stock previously subject to Share under such Company Option (less applicable Taxes required to be withheld with respect to such amounts payable hereunder being referred to as payment. For the “Option Payments”). From and after avoidance of doubt, at the Effective Time, any each Company Option that is vested at the Effective Time (including those that vest at the Effective Time by virtue of having been scheduled to vest on or before the first anniversary of the Effective Time) in which the Per Share Merger Consideration is equal to or less than the exercise price per Share under such deemed exercised Company Option shall only entitle such holder be terminated and be of no further effect. All Company Options that are scheduled to vest following the first anniversary of the Effective Time (after giving effect to any accelerated vesting in connection with the transactions contemplated hereby) shall be terminated and be of no further effect. As soon as is practicable following the Effective Time, Parent will issue to the payment holder of any Company Option in which the Per Share Merger Consideration is greater than the exercise price per Share under such Company Option that is scheduled to vest following the first anniversary of the Option Payments. Without limiting Effective Time restricted stock units of Parent’s common stock (“Replacement RSUs”) with a value as of the foregoing, Effective Time as reasonably determined by Parent in good faith equal to the product of (x) the number of Shares subject to the Company shall take all necessary action under Option times (y) the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent excess of the holders Per Share Merger Consideration over the exercise price per Share under such Company Option. The Replacement RSUs value will be based on the market value of Parent’s common stock at the Effective Time and will vest after three (3) years and will otherwise be subject to such terms and conditions as are generally applicable to Parent’s RSUs. For the avoidance of doubt, no Replacement RSUs will be granted with respect to any Company Option in which the Per Share Merger Consideration is equal to or less than the exercise price per Share under such Company Option that is scheduled to vest following the first anniversary of the Company Options) to effectuate the actions contemplated by this Section 2.4(a)Effective Time.

Treatment of Options. Prior to At the Effective Time, each outstanding option to purchase Shares (a "Company Option") under the Company Board Stock Plans (or, if appropriate, any committee thereofas defined in Section 5.1(b)) shall adopt appropriate resolutions and take all other actions necessary and appropriate that is vested at the Effective Time (including those that vest at the Effective Time by virtue of having been scheduled to provide that, immediately prior to vest on or before the first anniversary of the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminatedeach holder thereof shall receive from the Company, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than on the Common Offer PriceClosing Date, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) cash equal to the product of (Ax) the total number of shares of Company Common Stock deemed Shares subject to be issued upon the deemed exercise of such Company Option and times (By) the excess, if any, of the Common Per Share Merger Consideration over the exercise price per share of Company Common Stock previously subject to Share under such Company Option (less applicable Taxes required to be withheld with respect to such amounts payable hereunder being referred to as payment. For the “Option Payments”). From and after avoidance of doubt, at the Effective Time, any each Company Option that is vested at the Effective Time (including those that vest at the Effective Time by virtue of having been scheduled to vest on or before the first anniversary of the Effective Time) in which the Per Share Merger Consideration is equal to or less than the exercise price per Share under such deemed exercised Company Option shall only entitle such holder be terminated and be of no further effect. All Company Options that are scheduled to vest following the first anniversary of the Effective Time (after giving effect to any accelerated vesting in connection with the transactions contemplated hereby) shall be terminated and be of no further effect. As soon as is practicable following the Effective Time, Parent will issue to the payment holder of any Company Option in which the Per Share Merger Consideration is greater than the exercise price per Share under such Company Option that is scheduled to vest following the first anniversary of the Option Payments. Without limiting Effective Time restricted stock units of Parent's common stock ("Replacement RSUs") with a value as of the foregoing, Effective Time as reasonably determined by Parent in good faith equal to the product of (x) the number of Shares subject to the Company shall take all necessary action under Option times (y) the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent excess of the holders Per Share Merger Consideration over the exercise price per Share under such Company Option. The Replacement RSUs value will be based on the market value of Parent's common stock at the Effective Time and will vest after three (3) years and will otherwise be subject to such terms and conditions as are generally applicable to Parent's RSUs. For the avoidance of doubt, no Replacement RSUs will be granted with respect to any Company Option in which the Per Share Merger Consideration is equal to or less than the exercise price per Share under such Company Option that is scheduled to vest following the first anniversary of the Company Options) to effectuate the actions contemplated by this Section 2.4(a)Effective Time.

Treatment of Options. Prior (a) The Company shall use its best efforts to the Effective Timedeliver to Acquiror, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, on or immediately prior to the Effective Time, either (i1) new option agreements evidencing the consent of each holder of a Company Stock Option to have such Company Stock Option assumed by Acquiror and to become an option to acquire Acquiror Common Stock or (2) the vesting and exercisability opinion of each then unexpired and unexercised option or similar rights Company's counsel called for by clause (B) of Section 6.3(h). Each Company Stock Option issued pursuant to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 's 1996 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Stock Plan, as amended from time or issued other than pursuant to time, or any other plan, agreement or arrangement such plan as set forth in the Company Disclosure Schedule (collectively, the “"Company Stock Option Plans”"), held whether or not vested or exercisable, shall, subject to execution and delivery of a new option agreement by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, be assumed by Acquiror and shall be cancelled constitute an option to acquire, on the same terms and terminatedconditions as were applicable under such assumed Company Stock Option, and (iii) each Company Option with an exercise price per share a number of Company shares of Acquiror Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total Exchange Ratio and the number of shares of Company Common Stock subject to such Company Stock Option (rounded to the nearest whole number of shares of Acquiror Common Stock), at a price per share equal to the aggregate exercise price for the shares of Company Common Stock subject to such Company Stock Option divided by the number of whole shares of Acquiror Common Stock deemed to be issued upon purchasable pursuant to such Company Stock Option; provided, however, that in the deemed case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 or Section 423 of the Code ("Qualified Stock Options"), the option price, the number of shares purchasable pursuant to such Company Stock Option and the terms and conditions of exercise of such Company Stock Option and (B) the excess, if any, shall be determined in order to comply with Section 424 of the Common Consideration over Code. Acquiror shall comply with the exercise price per share terms of the Company Option Plans and the terms of the Company Stock Options issued other than pursuant to the Company Option Plans as they apply to the Company Stock Options assumed as set forth above. (b) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock previously for delivery upon exercise of the Company Stock Options assumed in accordance with this Section 5.7. Acquiror shall file a registration statement on Form S-8 (or any successor form) or another appropriate form, -52- 58 effective as of the Effective Time, with respect to shares of Acquiror Common Stock subject to such Company Option Stock 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 prospectus or prospectuses contained therein) for so long as such amounts payable hereunder being referred Company Stock Options remain outstanding. With respect to as those individuals who subsequent to the “Option Payments”). From and after Merger will be subject to the Effective Timereporting requirements under Section 16(a) of the Exchange Act, any such deemed exercised Acquiror shall administer the Company Option shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under Plans and the Company Stock Plans and the stock option agreements evidencing the Company Options (including, assumed pursuant to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a)5.7 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.