Common use of Treatment of Stock Options; ESPP Clause in Contracts

Treatment of Stock Options; ESPP. (a) Prior to the Effective Time, the Company shall take all such actions as may be necessary to cause each unexpired and unexercised option to purchase Company Common Stock (each, a “Company Option”) outstanding as of the Effective Time to be automatically converted at the Effective Time into an option (a “Converted Option”) to purchase Parent Common Stock. Each Converted Option will continue to have, and be subject to, substantially the same terms and conditions, except that (i) each Converted Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such converted Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent, and (iii) only with respect to those individuals set forth in Section 2.4(a) of the Company Disclosure Schedule (“Accelerated Optionees”), prior to the Effective Time the Company shall take such actions necessary to amend the Company Options granted to such Accelerated Optionees to provide that all unvested Company Options shall become 100% vested as of the Effective Time. Continuous employment or service with Company or its subsidiaries shall be credited to the optionee for all purposes with respect to Company Options, including for purposes of determining the vesting of all converted Company Options after the Effective Time. “

Treatment of Stock Options; ESPP. (a) Prior to the Effective -------------------------------- Time, the Company shall take all such actions as may be necessary to cause each unexpired and unexercised option to purchase Company Common Stock (each, a “"Company Option”") outstanding as of the Effective Time to be automatically -------------- converted at the Effective Time into an option (a “"Converted Option”") to ---------------- purchase Parent Common Stock. Each Converted Option will continue to have, and be subject to, substantially the same terms and conditions, except that (i) each Converted Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio, Ratio (with the number of shares rounded down to the nearest whole number of shares of Parent Common Stockshare), (ii) the per share with an exercise price for the shares of Parent Common Stock issuable upon exercise of such converted Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such existed under the corresponding Company Option was exercisable immediately prior to the Effective Time divided by the Option Exchange Ratio, Ratio (with the exercise price rounded up to the nearest whole cent), and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Time. "Option Exchange Ratio" means --------------------- the sum of (iiix) only the Exchange Ratio plus (y) the quotient of (A) $8.00 divided by (B) the closing price of a share of Parent Class A Common Stock on the Nasdaq National Market on the last full trading day immediately prior to the Closing Date, rounded to the nearest third decimal place. In connection with respect the issuance of Converted Options, Parent shall (i) reserve for issuance the number of shares of Parent Class A Common Stock that will become subject to those individuals set forth in Converted Options pursuant to this Section 2.4(a2.5 and (ii) from and after the Effective Time, upon exercise of Converted Options, make available for issuance all shares of Parent Class A Common Stock covered thereby, subject to the terms and conditions applicable thereto. Notwithstanding the foregoing, any Company Option that was subject to Section 422 of the Company Disclosure Schedule (“Accelerated Optionees”), Code immediately prior to the Effective Time the Company shall take such actions necessary to amend the Company Options granted to such Accelerated Optionees to provide that all unvested Company Options shall become 100% vested as be substituted with a Converted Option in accordance with Section 424 of the Effective TimeCode. Continuous employment or service with Holders of a Company or its subsidiaries Option shall be credited to the optionee for all purposes with respect to Company Options, including service for purposes of determining vesting in the Converted Option to the same extent such holders were credited with service for purposes of vesting of all converted in the Company Options after the Effective Time. “Option immediately prior to Closing.

Treatment of Stock Options; ESPP. (a) Prior to the Effective Time, the Company shall take all such actions as may be necessary to cause each unexpired and unexercised option to purchase Company Common Stock (each, a “"Company Option”") outstanding as of the Effective Time to be automatically converted at the Effective Time into an option (a “"Converted Option”") to purchase Parent Common Stock. Each Converted Option will continue to have, and be subject to, substantially the same terms and conditions, except that (i) each Converted Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such converted Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent, and (iii) only with respect to those individuals set forth in Section 2.4(a) of the Company Disclosure Schedule (“"Accelerated Optionees”"), prior to the Effective Time the Company shall take such actions necessary to amend the Company Options granted to such Accelerated Optionees to provide that all unvested Company Options shall become 100% vested as of the Effective Time. Continuous employment or service with Company or its subsidiaries shall be credited to the optionee for all purposes with respect to Company Options, including for purposes of determining the vesting of all converted Company Options after the Effective Time. “"