Common use of Treatment of Stock Options and Other Stock-based Compensation Clause in Contracts

Treatment of Stock Options and Other Stock-based Compensation. (a) (i) Each option to acquire shares of Company Common Stock issued pursuant to a Company Stock Plan (each, a “Company Stock Option”) that is outstanding immediately prior to the Offer Closing Date shall, to the extent then unvested, immediately vest and become exercisable, and (ii) each Company Stock Option that is outstanding immediately prior to the Effective Time (for the avoidance of doubt, including Company Stock Options vesting as a result of the preceding clause (i)) shall be, by virtue of the transactions contemplated by this Agreement and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent, the Company or the Surviving Corporation, as promptly as reasonably practicable (and in any event within 15 Business Days) after the Effective Time, an amount in cash, without interest, equal to the product of (x) (A) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (B) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less (y) any Taxes required to be withheld in accordance with Section 3.05. Any Company Stock Option that has a per share exercise price in excess of the Merger Consideration (an “Underwater Company Stock Option”) shall be, by virtue of the transactions contemplated by this Agreement and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled with no further compensation due to the holder of such Underwater Company Stock Option.

Treatment of Stock Options and Other Stock-based Compensation. (a) (i) Each The Company shall take all requisite action so that, at the Effective Time, except as otherwise mutually agreed in writing by Parent and any applicable holder thereof, each option or warrant to acquire shares of Company Common Stock issued pursuant to a Company Stock Plan (each, a “Company Stock Option”) that is outstanding immediately prior to the Offer Closing Date shalloutstanding, to the extent then unvested, immediately vest unexercised and become exercisable, and (ii) each Company Stock Option that is outstanding unexpired immediately prior to the Effective Time (for the avoidance of doubtTime, including Company Stock Options vesting as a result of the preceding clause (i)) whether or not then vested or exercisable, shall be, by virtue of the transactions contemplated by this Agreement Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent, the Company or the Surviving Corporation, as promptly as reasonably practicable (and in any event within 15 Business Days) after the Effective Time, an amount in cash, without interest, equal to the product of (x) (A) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (By) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less (y) any Taxes required to be withheld in accordance with Section 3.05. Any Each Company Stock Option that has a per share exercise price in excess of that is equal to or greater than the Merger Consideration (an “Underwater shall be automatically cancelled and terminated as of the Effective Time, and no holder of any such Company Stock Option”) Option shall bebe entitled to any payment with respect to such cancelled Company Stock Option that has a per share exercise price that is equal to or greater than the Merger Consideration. For the avoidance of doubt, by virtue of neither Parent, Merger Sub nor the Surviving Corporation shall assume any Company Stock Option in connection with the Offer, the Merger or any other transactions contemplated by this Agreement and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled with no further compensation due to the holder of such Underwater Company Stock OptionAgreement.

Treatment of Stock Options and Other Stock-based Compensation. (a) (i) Each The Company shall take all requisite action so that, as of the Effective Time, each option to acquire shares of Company Common Stock issued pursuant to a Company Stock Plan (each, a “Company Stock Option”) that is outstanding immediately prior to the Offer Closing Date shalloutstanding, to the extent then unvested, immediately vest vested and become exercisable, and (ii) each Company Stock Option that is outstanding exercisable immediately prior to the Effective Time (for the avoidance of doubtTime, including Company Stock Options vesting as a result of the preceding clause (i)) shall be, by virtue of the transactions contemplated by this Agreement Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent, the Company or Parent and the Surviving Corporation, as promptly as reasonably practicable (and in any event within 15 Business Days) after the Effective Time, an amount in cash, without interest, equal to the product of (x) (A) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (By) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock OptionOption (such amount, less (y) the “Company Stock Option Consideration”); provided, that if the exercise price per share of any Taxes required such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be withheld cancelled without any cash payment being made in accordance with Section 3.05respect thereof. Any Each Company Stock Option that has a per share exercise price in excess is outstanding as of the Merger Consideration Effective Time but is not then vested and exercisable (an “Underwater Company Stock Option”and is not contractually entitled to accelerated vesting as of the Effective Time) shall be, by virtue as of the transactions contemplated by this Agreement and without any action on Effective Time, exchanged for a number of options to acquire equity securities of the part Parent or an Affiliate of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled with no further compensation due Parent having an aggregate intrinsic value equal to the holder value of such Underwater Company Stock Option.

Treatment of Stock Options and Other Stock-based Compensation. (a) (i) Each The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock issued pursuant to a Company Stock Plan (each, a “"Company Stock Option”") that is outstanding immediately prior to the Offer Closing Date shallEffective Time, to the extent whether or not then unvested, immediately vest and become vested or exercisable, and (ii) each Company Stock Option that is outstanding immediately prior to the Effective Time (for the avoidance of doubt, including Company Stock Options vesting as a result of the preceding clause (i)) shall be, by virtue of the transactions contemplated by this Agreement Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent, the Company or Parent and the Surviving Corporation, as promptly as reasonably practicable (after the Effective Time and in any event within 15 Business Days) not later than the second payroll period after the Effective Time, an amount in cashcash (rounded down to the nearest whole cent), without interest, equal to the product of (x) (A) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (By) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less (y) any Taxes amounts required to be withheld in accordance with Section 3.05. Any 3.04; provided that to the extent that the exercise price of any Company Stock Option that has a per share exercise price in excess of equals or exceeds the Merger Consideration (an “Underwater Company Stock Option”) shall beConsideration, by virtue of the transactions contemplated by this Agreement and without any action on the part of Parent, Merger Sub, the Company, the holder of that such Company Stock Option or shall be cancelled upon the Effective Time without any other Person, cancelled with no further compensation due to the holder of such Underwater Company Stock Optionpayment being made in respect thereof.