Common use of Treatment of Stock Options Clause in Contracts

Treatment of Stock Options. (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. (a) Prior The Company’s Disclosure Letter sets forth each option to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase acquire shares of Company Common Shares under stock option plans Stock that is outstanding and stock purchase plans unexercised as of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (eachcollectively, a "“Company Stock Option"”) pursuant to be the Company Equity Plans. As of the Effective Time, all Company Stock Options outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically converted and without any action on the Effective Date part of the holder thereof, become fully vested and be converted into an option (each, a "Parent Exchange Option") to purchase that Purchaser Common Stock (a “Converted Stock Option”), on the same terms and conditions as were applicable under such Company Stock Option. The number of shares of Purchaser Common Stock subject to each such Converted Stock Option will be equal to the product (rounded down to the nearest whole number) obtained by multiplying (i) the number of shares of Company Common Shares issuable immediately prior Stock subject to the Effective Date upon exercise of the applicable Company Stock Option by (without regard to actual restrictions on exercisabilityii) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as exercise price of Purchaser Common Stock subject to each Converted Stock Option will be equal to the terms and conditions of such quotient obtained by dividing (x) the exercise price per Company Stock Option immediately before by (y) the Effective Date Exchange Ratio (including, without limitation, rounded up to the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optioneenearest whole cent); . The adjustment provided that herein with respect to any Company Option that is an "Stock Options which are “incentive stock option" within the meaning of options” (as defined in Section 422 of the Code, the foregoing conversion IRC) shall be carried out and is intended to be effected in a manner satisfying the requirements of that is consistent with Section 424(a) of the CodeIRC. In connection with Except as provided above, after the issuance of Parent Exchange OptionsEffective Time, Parent the Converted Stock Option shall (i) continue to be governed by the same terms and conditions as were applicable under the Company Equity Plans and any award agreement. At all times after the Effective Time, Purchaser shall reserve for issuance the such number of shares of Purchaser Common Stock that will become subject as necessary so as to Parent Exchange permit the exercise of Converted Stock Options in the manner contemplated by this Agreement and in the instruments pursuant to this Section 2.3, and (ii) from and after the Effective Date, which such options were granted. Shares of Purchaser Common Stock issuable upon exercise of Parent Exchange OptionsConverted Stock Options shall be covered by an effective registration statement on Form S-8 (or other applicable form), make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent agrees to Purchaser shall file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 (or other appropriate form under applicable form) covering such shares as soon as practicable after the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options Effective Time, but in no event later than ten (10) Business Days thereafter, and shall use its best reasonable commercial efforts to cause maintain the effectiveness of such registration statement to for so long as such Converted Stock Options remain effective until the exercise or expiration of such optionsoutstanding.

Treatment of Stock Options. (a) Prior to the Effective DateTime, Company Cardinal and Parent BLP shall take all such actions as may be necessary to cause (i) each unexpired and unexercised outstanding option granted or right to purchase shares of Company Common Shares issued under BLP stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries this Agreement that remains outstanding and unexercised as of the Effective Time (each, a "Company “BLP Option"”) to be automatically converted on at the Effective Date Time into an a vested option (each, a "Parent “Cardinal Exchange Option"”) to purchase that number of shares common shares, without par value, of Cardinal (“Cardinal Common Stock Shares”), equal to the number of shares of Company BLP Common Shares issuable Stock subject to the BLP Option immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) Time multiplied by the Exchange ratio of the Merger Consideration over the average closing price of Cardinal common stock on the last five trading days immediately prior to the Effective Time (such ratio, the “Conversion Ratio”) (and rounded to the nearest share), with an exercise price per share equal to the exercise price which per share that existed under the corresponding Company BLP Option divided by the Exchange RatioConversion Ratio (and rounded to the nearest cent), and with other terms and conditions that are the same as the terms and conditions of such Company the BLP Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee)Time; provided that that, to the extent practicable, with respect to any Company BLP Option that is an "“incentive stock option" ” (within the meaning of Section 422 of the Code), the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the CodeCode and (ii) no further issuances of BLP Common Stock, following the Effective Time, with respect to any BLP Option or other equity-based award. In connection with the issuance of Parent Cardinal Exchange Options, Parent Cardinal shall (i) reserve for issuance the number of shares of Cardinal Common Stock Shares that will become subject to Parent Cardinal Exchange Options pursuant to this Section 2.33.3, and (ii) from and after the Effective DateTime, upon exercise of Parent Cardinal Exchange Options, make available for issuance all shares of Cardinal Common Stock Shares covered thereby, subject to the terms and conditions applicable thereto. Each director, officer orthereto and to Applicable Laws. (b) Company Cardinal agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent agrees use its reasonable best efforts to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable , within 30 days after the Closing Date Date, a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) to register shares of Cardinal Common Stock Shares issuable upon exercise of the Parent Cardinal Exchange Options and to use its reasonable best efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsthe Cardinal Exchange Options. (c) Prior to the Effective Time: (i) the board of directors of Cardinal, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the Commission so that the acquisition by any officer or director of BLP who may become a covered person of Cardinal (if any) for purposes of Section 16 under the Exchange Act (together with the rules and regulations thereunder, “Section 16”) of Cardinal Exchange Options pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16; and (ii) the BLP Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the Commission so that the disposition by any officer or director of BLP who is a covered person of BLP for purposes of Section 16 of shares of BLP Common Stock or BLP Options pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (d) Cardinal shall be permitted to make additional grants of equal amounts under the BLP stock option plans following the Effective Time for an amount of Cardinal Common Shares equal to the number of shares of BLP Common Stock under BLP stock option plans immediately prior to the Effective Time that are not subject to outstanding awards, multiplied by the Conversion Ratio.

Treatment of Stock Options. (a) Prior to the Effective DateTime, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and Parent shall take all such other actions as may be necessary and appropriate to cause provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each unexpired and unexercised then outstanding option or similar right to purchase shares Company Common Stock (each, an “Option”), granted under any stock option plan of the Company, including the Amended and Restated Company 2005 Executive Incentive Compensation Plan, the Amended and Restated 2000 Stock Option Plan, the 2000 Directors Stock Option Plan, and the 1996 Stock Option Plan, in each case, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), shall be fully accelerated, (ii) each Option with an exercise price per share of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current Stock that is greater than or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Option with an exercise price per share of Company Common Stock that is less than the 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 2.8(g)), without interest, equal to the product of (A) the total number of shares of Company Common Shares issuable immediately prior Stock deemed to be issued upon the Effective Date upon deemed exercise of such Option and (B) the Company Option (without regard to actual restrictions on exercisability) multiplied by excess of the Exchange Ratio, with an exercise price equal to Merger Consideration per Share over the exercise price which existed under the corresponding per share of Company Common Stock previously subject to such Option divided by the Exchange Ratio, and with other terms and conditions that are the same (such amounts payable hereunder being referred to as the terms and conditions of such Company “Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optioneeConsideration”); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from From and after the Effective DateTime, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject any such deemed exercised Option shall entitle such holder only to the terms payment of the Option Consideration. Without limiting the foregoing, as soon as practicable after the date hereof, the Company shall take all necessary action under the Company Stock Plans and conditions applicable thereto. Each director, officer or the stock option agreements evidencing the Options (b) Company agrees to issue treasury shares of Companyincluding, to the extent availablenecessary, upon obtaining consent from the exercise holders of Company the Options prior and making any amendments to the Effective Date. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise terms of the Parent Exchange Options and use its best efforts Company Stock Plans) to cause such registration statement effectuate the actions contemplated by this Section 2.10(a) and, notwithstanding anything to remain effective the contrary, payment may be withheld in respect of any Option until the exercise or expiration of such optionsany necessary consents are obtained.

Treatment of Stock Options. (a) Prior to the Effective DateTime, Company USF and Parent Culligan shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company Culligan in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees employees of Company Culligan by Culligan (or its subsidiaries which has been granted by Culligan prior to the Effective Time pursuant to agreements in compliance with the terms of this Agreement) (each, a "Company Culligan Option") to be automatically converted on at the Effective Date Time into an option (each, a "Parent USF Exchange Option") to purchase that number of shares Shares of USF Common Stock equal to the number of shares of Company Culligan Common Shares Stock issuable immediately prior to the Effective Date Time upon exercise of the Company Culligan Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Culligan Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Culligan Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee)Time; provided that with respect to any Company Culligan Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent USF Exchange Options, Parent USF shall (i) reserve for issuance the number of shares Shares of USF Common Stock that will become subject to Parent USF Exchange Options pursuant to this Section 2.3, 2.4 and (ii) from and after the Effective DateTime, upon exercise of Parent USF Exchange Options, make available for issuance all shares Shares of USF Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or. (b) Company Culligan agrees to issue treasury shares of CompanyCulligan, to the extent available, upon the exercise of Company Culligan Options prior to the Effective DateTime. (c) Parent USF agrees to use its reasonable efforts to file with the Securities and Exchange Commission (the "Commission") as soon as reasonably practicable within 10 business days after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of USF Common Stock issuable upon exercise of the Parent USF Exchange Options and use its best reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. (a) Prior to the Effective DateTime, Company Parent, AmeriSource and Parent Bergen shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans of AmeriSource and stock purchase plans of Company Bergen in effect on the date hereof which has been granted by Company to current or former directors, officers officers, employees or Employees consultants of Company AmeriSource or its subsidiaries Bergen by AmeriSource or Bergen (each, or which has been granted by AmeriSource or Bergen prior to the Effective Time in compliance with the terms of this Agreement) (each such option an "AmeriSource Option" or a "Company Bergen Option"," as the case may be) to be automatically converted on at the Effective Date Time into an option (each, a "Parent Exchange Option") to purchase that number of shares of Parent Common Stock (i) in the case of a Bergen Option, equal to the number of shares of Company Bergen Common Shares Stock issuable immediately prior to the Effective Date Time upon exercise of the Company Bergen Option (without regard to actual restrictions on exercisability) multiplied by the Bergen Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Bergen Option divided by the Bergen Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Bergen Option immediately before the Effective Date Time and (includingii) in the case of an AmeriSource Option, without limitation, equal to the acceleration number of shares of AmeriSource Common Stock issuable immediately prior to the Effective Time upon exercise of the exercisability AmeriSource Option (without regard to actual restrictions on exercisability), with an exercise price equal to the exercise price which existed under the corresponding AmeriSource Option, and with other terms and conditions that are the same as the terms and conditions of each such option upon AmeriSource Option immediately before the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee)Effective Time; provided provided, that with respect to any Company AmeriSource Option or Bergen Option that is an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, 3.4 and (ii) from and after the Effective DateTime, upon exercise of Parent Exchange Options, make available for issuance all shares of Parent Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or. (b) Company agrees AmeriSource and Bergen each agree to issue treasury shares of CompanyAmeriSource or Bergen, to the extent available, upon the exercise of Company AmeriSource Options or Bergen Options prior to the Effective DateTime. (c) Parent agrees to use its reasonable best efforts to file with the Securities and Exchange Commission (the "Commission") as soon as reasonably practicable within five business days after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register the shares of Parent Common Stock issuable upon exercise of the Parent Exchange Options and use its reasonable best efforts to cause such registration statement to remain effective until the exercise or expiration of all such options.

Treatment of Stock Options. (a) Prior to the Effective DateTime, Company Anadarko and Parent UPR shall take all such actions as may be necessary to cause each unexpired and unexercised outstanding option granted or right to purchase shares of Company Common Shares issued under stock option plans and stock purchase plans of Company UPR in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company OptionUPR OPTION") to be automatically converted on at the Effective Date Time into an option (each, a "Parent Exchange OptionANADARKO EXCHANGE OPTION") to purchase that number of shares of Anadarko Common Stock Shares equal to the number of shares of Company UPR Common Shares issuable Stock subject to the UPR Option immediately prior to the Effective Date upon exercise of the Company Option Time (without regard to any actual restrictions on exercisabilityexerciseability) multiplied by the Exchange RatioRatio (and rounded to the nearest share), with an exercise price per share equal to the exercise price which per share that existed under the corresponding Company UPR Option divided by the Exchange RatioRatio (and rounded to the nearest cent), and with other terms and conditions that are the same as the terms and conditions of such Company UPR Option immediately before the Effective Date (includingTime PROVIDED, without limitationthat Anadarko shall equitably adjust the applicable performance target under any UPR Option that contains performance targets; PROVIDED FURTHER that, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company UPR Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. . (b) In connection with the issuance of Parent Anadarko Exchange Options, Parent Anadarko shall (i) reserve for issuance the number of shares of Anadarko Common Stock Shares that will become subject to Parent Anadarko Exchange Options pursuant to this Section 2.3, 2.4 and (ii) from and after the Effective DateTime, upon exercise of Parent Anadarko Exchange Options, make available for issuance all shares of Anadarko Common Stock Shares covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent Anadarko agrees to use its reasonable efforts to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") as soon as reasonably practicable within 30 days after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Anadarko Common Stock Shares issuable upon exercise of the Parent Anadarko Exchange Options and to use its best reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsoptions and rights. Prior to the Effective Time, the Board of Directors of Anadarko, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the Commission so that the acquisition by any officer or director of Anadarko who may become a covered person of UPR for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT") and the rules and regulations thereunder ("SECTION 16") of Anadarko Common Shares or options to acquire Anadarko Common Shares pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.

Treatment of Stock Options. (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or or Employee of Company who is required to execute and who executes the letter agreement contemplated in Section 5.3(e) and whose employment is terminated following the Merger shall have the expiration date of his Parent Exchange Option extended until the 90th day following the date that such director, officer or Employee of Company is first permitted to sell, transfer or otherwise dispose of Common Stock under the terms of such letter agreement. Parent shall cause the committee administering its stock incentive plan to grant Parent Exchange Options in accordance with this Section 2.3. (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. (a) Prior to the -------------------------- Effective DateTime, Company Commercial and Parent Bancorp shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company Bancorp in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees employees of Company or its subsidiaries Bancorp by Bancorp (each, a "Company Bancorp Option") to be automatically converted on at the Effective Date Time into an option (each, a an "Parent Exchange Option") to purchase that number of shares of Commercial Common Stock equal to the number of shares of Company Bancorp Common Shares Stock issuable immediately prior to the Effective Date Time upon exercise of the Company Bancorp Option (without regard to actual restrictions on exercisability) multiplied by the Exchange RatioRatio (fractional shares as a result thereof to be subject to the terms of the respective Bancorp Options and the terms of the plans governing same), with an exercise price equal to the exercise price which existed under the corresponding Company Bancorp Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Bancorp Option immediately before the Effective Date (includingTime, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company -------- Bancorp Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer orSection (b) Company Bancorp agrees to issue treasury shares of CompanyBancorp, to the extent available, upon the exercise of Company Bancorp Options prior to the Effective DateTime. (c) Parent Commercial agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable SEC within one month after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Commercial Common Stock issuable upon exercise of the Parent Exchange Options and use its best reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of all of such optionsExchange Options.

Treatment of Stock Options. (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised Each option or right to purchase shares of Company DFBS Common Shares under stock option plans Stock issued by DFBS and stock purchase plans of Company in effect on outstanding at the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries Effective Time (each, a "Company DFBS Option") pursuant to DFBS's 2001 Stock-Based Incentive Plan shall be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that shares of FCCO Common Stock as follows: (i) The aggregate number of shares of FCCO Common Stock issuable upon the exercise of the converted DFBS Option after the Effective Time shall be equal to the product of the Stock Consideration multiplied by the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of DFBS Common Stock issuable upon exercise of the Parent Exchange DFBS Option immediately prior to the Effective Time, such product to be rounded to the nearest whole share of FCCO Common Stock; and (ii) the exercise price per share of each converted DFBS Option shall be equal to the quotient of the exercise price of such DFBS Option immediately prior to the Effective Time divided by the Stock Consideration, such quotient to be rounded to the nearest whole cent; provided, however, that, in the case of any DFBS Option that is intended to qualify as an incentive stock option under Section 422 of the IRC, the number of shares of FCCO Common Stock issuable upon exercise of and the exercise price per share for such converted DFBS Option determined in the manner provided above shall be further adjusted in such manner as FCCO may determine to be necessary to conform to the requirements of Section 424(b) of the IRC. Options to purchase shares of FCCO Common Stock that arise from the operation of this Section 2.11 shall be referred to as "Converted Options." All Converted Options shall be exercisable for the same period and shall otherwise have the same terms and conditions applicable to the DFBS Options that they replace. (b) Before the Effective Time, FCCO will take all corporate action necessary to reserve for future issuance a sufficient additional number of shares of FCCO Common Stock to provide for the satisfaction of its obligations with respect to the Converted Options. (c) Within five business days after the Effective Time, FCCO shall file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of DFBS Common Stock subject to the options referred to in paragraph (a) of this Section 2.11 and shall use its reasonable best efforts to cause maintain the current status of the prospectus or prospectuses contained therein for so long as such registration statement to options remain effective until the exercise or expiration of such optionsoutstanding.

Treatment of Stock Options. (a) Prior Subject to consummation of the Merger, immediately prior to the Effective DateTime, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised outstanding option or right to purchase shares of Company Common Shares under stock option plans Stock, whether or not vested or exercisable prior to or as a result of the consummation of the Merger (the “Company Stock Options”), shall be accelerated in full so that each such Company Stock Option becomes fully vested and stock purchase plans exercisable. Subject to consummation of the Merger, at the Effective Time, each Company in effect on Stock Option outstanding, without regard to the date hereof which identity of the holder, as of such time shall be cancelled, and each such Company Stock Option that has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to per share exercise price lower than the Merger Consideration shall be automatically converted on into the Effective Date into right to receive an option amount in cash (each, a "Parent Exchange Option"less applicable withholding) to purchase that number of shares of Common Stock equal to the product obtained by multiplying (x) the number of shares of Company Common Shares Stock that would have been issuable upon exercise of such Company Stock Option immediately prior to the Effective Date upon Time and (y) the Merger Consideration less the per share exercise price of such Company Stock Option. For the avoidance of doubt, no amount shall be payable in respect of Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, Stock Options with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation per share in excess of the Merger and Consideration. (b) Prior to the length Effective Time, the Company shall take all corporate or other actions (including obtaining any required consents from holders of outstanding Company Stock Options) necessary to effectuate the treatment of the period Company Stock Options as contemplated by this Section 3.4 and to ensure that no holder of continuing exercisability of each such option after Company Stock Options, and no other participant in any termination Company Equity Plan, shall have any right thereunder to acquire any securities of the employment of Company, the respective optionee); provided that Surviving Corporation or Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Option that is an "incentive stock option" within Equity Plans, except as provided in this Section 3.4. As soon as practicable following the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange OptionsEffective Time, Parent or the Surviving Corporation shall (i) reserve for issuance pay the number amounts due and payable under this Article III to the holders of shares of Common outstanding Company Stock that will become subject to Parent Exchange Options Options. All amounts payable pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date3.4 shall be paid without interest. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. (a) Prior to the Effective DateTime, Company -------------------------- Parent and Parent AmeriSource shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company AmeriSource in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees employees of Company AmeriSource by AmeriSource (or its subsidiaries which has been granted by AmeriSource prior to the Effective Time in compliance with the terms of this Agreement) (each, a "Company AmeriSource Option") to be automatically converted on at the Effective Date Time into an option (each, a "Parent Exchange Option") to purchase that number of shares of Parent Common Stock equal to the number of shares of Company AmeriSource Common Shares Stock issuable immediately prior to the Effective Date Time upon exercise of the Company AmeriSource Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company AmeriSource Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company AmeriSource Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the CodeTime. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, 2.4 and (ii) from and after the Effective DateTime, upon exercise of Parent Exchange Options, make available for issuance all shares of Parent Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or. (b) Company AmeriSource agrees to issue treasury shares of CompanyAmeriSource, to the extent available, upon the exercise of Company AmeriSource Options prior to the Effective DateTime. (c) Parent agrees to use its reasonable efforts to file with the Securities and Exchange Commission (the "Commission") as soon as reasonably practicable within 15 business days after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register the shares of Parent Common Stock issuable upon exercise of the Parent Exchange Options and use its best reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. (a) Prior to At the Effective DateTime, each option granted by the Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares Stock under stock option plans Company Stock Option Plans, whether vested or unvested, that is outstanding and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable unexercised immediately prior to the Effective Date Time (a “Company Stock Option”) shall become fully vested and be cancelled and converted automatically into the right to receive an amount in cash, in lieu of each share of Company Common Stock that would otherwise have been issuable upon exercise of thereof, equal to (A) $51.00 less (B) the exercise price per share with respect to the corresponding Company Stock Option in question (without regard “Option Consideration”), subject to actual restrictions on exercisability) multiplied by the Exchange Ratio, all applicable withholding and payroll taxes with respect to such options. Any Company Stock Option that has an exercise price per share of Company Common Stock that is greater than or equal to $51.00 shall be cancelled in exchange for no consideration or payment. (b) At least fifteen (15) days prior to the exercise price which existed under the corresponding Company Option divided by the Exchange RatioClosing Date and prior to, and with other terms as a condition to, any such payment, the Company shall obtain a written acknowledgement and conditions waiver from each holder of Company Stock Option (in the form of the Option Cancellation Agreement attached hereto as Exhibit B) (i) confirming the number of Company Stock Options held (and shares of Company Common Stock subject to such Company Stock Options), (ii) confirming that are the same as the terms and conditions treatment of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, Agreement and the amounts to be paid pursuant to this Agreement have been correctly calculated and (iiiii) from and after acknowledging that in consideration for the Effective Datecancellation of such Company Stock Option, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company holder agrees to issue treasury shares accept the Option Cancellation Agreement. The Company shall provide a copy of Company, each such Option Cancellation Agreement to the extent available, upon the exercise of Company Options Parent at least five (5) business days prior to the Effective Closing Date. (c) Parent agrees At or prior to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after Effective Time, the Closing Date a registration statement on Form S-8 or other appropriate form under Company, the Securities Act to register shares Board of Common Stock issuable upon exercise Directors of the Parent Exchange Options Company (the “Company Board of Directors”) and use its best efforts compensation committee, as applicable, shall adopt any resolutions and take any actions that are necessary to cause such registration statement to remain effective until effectuate the exercise or expiration provisions of such optionsthis Section 1.6. (d) For purposes of this Agreement, “Company Stock Option Plans” means, collectively, First American International Bank 2000 Directors Stock Option Plan and First American International Corp. 2005 Incentive Stock Option Plan.

Treatment of Stock Options. The Merger Agreement provides that Parent will not assume any option to purchase Shares granted under a Company stock plan, or any option that the Company converted pursuant to a prior acquisition or merger (aeach an "Option"), that falls into one or more of the following categories: • is held by a person who is not an employee or service provider of Parent, the Surviving Corporation or any other subsidiary of Parent immediately after the Effective Time, • is outstanding and vested and exercisable (after taking into account the effect of any accelerated vesting under the Merger Agreement or any other applicable contract or arrangement) Prior immediately prior to the Effective DateTime, Company • has an exercise price immediately prior to the Effective Time that is equal to or greater than the Merger Consideration, • is subject to the laws of a non-U.S. jurisdiction and/or held by an employee located in a non-U.S. jurisdiction and which Parent shall take all reasonably determines may not be assumed by Parent and converted into an Assumed Option (as defined below) under applicable legal requirements of the relevant non-U.S. jurisdiction or under the generally applicable policies and practices of Parent with respect to the grant of equity awards in such actions as may jurisdiction, or • is held by a non-employee member of the Company's board of directors. However, any Option described in the fourth and fifth bullets above will be necessary accelerated in full so that each such Option is fully vested and exercisable immediately prior to cause the Effective Time. At the Effective Time, each unexpired Option described above will be cancelled and, if such Option is vested and unexercised option or exercisable at the Effective Time, converted into the right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company receive from the Surviving Corporation an amount in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock cash equal to the number of Shares underlying such Option multiplied by the difference between the Merger Consideration and the exercise price per share of such Option. Parent is obligated to pay these amounts within 15 business days after the Effective Time. The Merger Agreement provides that at the Effective Time, each Option that is not cancelled as described above (an "Assumed Option") will be converted into an option to purchase shares of Company Common common stock of Parent. Each Assumed Option will continue to have the same material terms and conditions as were applicable prior to the Effective Time, except that it will become exercisable for the number of shares of Parent common stock determined by multiplying the number of Shares issuable upon the exercise of the Assumed Option immediately prior to the Effective Date upon Time by a fraction, the numerator of which is the Offer Price and the denominator of which is the average closing sale price of a share of Parent common stock on the New York Stock Exchange for the five consecutive trading days ending on the date that is two trading days prior to the Effective Time, rounded down to the nearest whole number of shares of Parent common stock. We refer to such fraction as the "Exchange Ratio." The exercise price per Share for each Assumed Option will be determined by dividing the exercise price per Share of the Company each Assumed Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal rounded up to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Datenearest cent. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. The Sellers hereby undertake to cause the Board of Directors of the Holding Company immediately after the execution of this Agreement to: (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company hold a meeting in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall order to: (i) reserve for issuance accelerate all of the number Stock Options unvested as of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and such date; (ii) from inform the Stock Option Holders of the occurrence of a change of control of the Holding Company on the Closing Date; (iii) acknowledge that the Per Share Total Purchase Price is greater than the strike price of each of the Stock Options; (iv) request the holders of unexercised Stock Options to exercise such Stock Options and after pay the Effective Datestrike price into the Proceeds Account by May 22, upon exercise of Parent Exchange Options2007 and (v) inform the Stock Option Holders that all Stock Options not exercised on or before May 22, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or2007 shall be cancelled on such date; (b) Company agrees to issue treasury shares of Company, send a letter to the extent available, Stock Option Holders (x) attaching thereto a letter from the Purchaser expressing its offer to acquire on the Closing Date all of the Class O Shares issued upon the exercise of Company the Stock Options on or prior to May 22, 2007 pursuant to the Effective Date.Stock Option Plans and in accordance with the decisions of the Board of Directors of the Holding Company at the Per Share Total Purchase Price (specifying that the amount to be paid to the Holders of Class O Shares on the Closing Date shall be equal with respect to each Class O Share to the Per Share Total Purchase Price less the Option Related Withholding and Transfer Tax Withholding applicable thereto, if any), and (y) requesting the Stock Option Holders to express their consent to the transfer on the Closing Date to the Purchaser of their Class O Shares at the Per Share Total Purchase Price; (c) Parent agrees hold a meeting immediately after May 22, 2007 in order to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise declare cancelled all of the Parent Exchange outstanding Stock Options remaining unexercised on May 22, 2007; if the Sellers have complied with their obligations under Section 6.1(a) and use its best efforts (b) and on May 22, 2007, not all of the Stock Options shall have been exercised, such meeting of the board of directors may be postponed until May 29, 2007, date upon which all unexercised Stock Options shall be cancelled. The Sellers further undertake to cause such registration statement the Holding Company not to remain effective cancel any Stock Options from the date hereof until May 22, 2007 or, in the exercise or expiration of such optionscase considered in this Section 6.1(c), May 29, 2007.

Treatment of Stock Options. (a) Promptly after the date hereof the Company shall establish a trust (which shall not be affiliated with either Parent or the Company), the purpose of which shall be to hold shares of Company Common Stock to be issued to holders of Company Employee Stock Options outstanding immediately prior to the Effective Time and for the purposes described in Section 6.13 (the "Company Trust"). Prior to the Effective DateTime, the Company shall issue and Parent shall take all deliver to the Company Trust such actions as may be necessary to cause each unexpired and unexercised option or right to purchase number of shares of Company Common Shares Stock as shall be necessary to satisfy the obligations under stock option plans all unexercised Company Employee Stock Options outstanding immediately prior to the Effective Time. (b) Each Company Employee Stock Option granted prior to the Effective Time and stock purchase plans which remains outstanding immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company in effect on the date hereof which has been granted by Company to current or former directorsCommon Stock and shall be converted, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on at the Effective Date Time, into an option to acquire from the Company Trust, on the same terms and conditions as were applicable under the Company Employee Stock Option (eachbut taking into account any changes thereto, a "Parent Exchange Option") to purchase by reason of this Agreement or the Transactions as may be provided for in the Company Stock Plans, in any award agreement or in such option), that number of shares of Common Stock equal to Parent ADSs determined by multiplying the number of shares of Company Common Shares issuable immediately prior Stock subject to the Effective Date upon exercise of the such Company Employee Stock Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise rounded, if necessary, to the nearest whole Parent ADS, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price which existed under the corresponding specified in such Company Employee Stock Option or Company Stock Plan, as applicable, divided by the Exchange Ratio; provided, and with other terms and conditions however, that are in the same as the terms and conditions case of such any Company Employee Stock Option immediately before the Effective Date (including, without limitation, the acceleration to which Section 421 of the exercisability Code applies by reason of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of its qualification under Section 422 of the Code, the foregoing conversion option price, the number of shares subject to such Company Employee Stock Option and the terms and conditions related to the exercise of such Company Employee Stock Option shall be carried out determined in a manner satisfying consistent with the requirements of Section 424(a) of the Code. In connection ; provided, further, that in the case of any Company Employee Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 423 of the Code, the option price, the number of shares subject to such Company Employee Stock Option and the terms and conditions related to the exercise of such Company Employee Stock Option shall be determined in a manner consistent with the issuance requirements of Parent Exchange OptionsSection 424(a) of the Code and the adjustment to the exercise price shall only apply to the determination of the exercise price of the Company Employee Stock Option at the beginning of such option's offering period. (c) Prior to the Effective Time, Parent the Company shall (i) reserve for issuance cause the number plan administrator of shares each of Common the Company Stock Plans to determine that will become subject to Parent Exchange Options the adjustments pursuant to this Section 2.32.03 are sufficient to not cause any vesting in connection with the Merger as a result of such adjustments, and (ii) from deliver to the holders of Company Employee Stock Options appropriate notices setting forth such holders' rights (including that the Company Trust shall satisfy the obligations under the Company Employee Stock Options) and after the Effective Date, upon exercise agreements evidencing the grants of Parent Exchange Options, make available for issuance all shares of Common such Company Employee Stock covered thereby, Options shall continue in effect on the same terms and conditions (subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Dateadjustments required by this Section 2.03). (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Treatment of Stock Options. Any outstanding, unexercised and unexpired stock options and other rights to purchase or otherwise acquire shares of the Company’s capital stock, whether or not presently exercisable or subject to additional conditions prior to exercise (a) Prior collectively, the “Company Options”), under and pursuant to the Effective Date, Company’s 2006 Stock Option Plan (the “Stock Option Plan”) shall automatically be accelerated in full so that each such Company Option is fully vested and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable exercisable immediately prior to the Effective Date Time, conditioned upon the consummation of the Merger, and shall as of the Effective Time be converted automatically into options to buy a number of ordinary shares of the Surviving Company (the “Surviving Company Options”) (i) that provide the holders of the Company Options with the ability to obtain, upon exercise of such Surviving Company Options, a percentage interest in the ordinary shares of the Surviving Company equal to the percentage interest such holders would have obtained in the outstanding Company Ordinary Shares upon exercise of the Company Option Options immediately after the completion of the Recapitalization and (without regard to actual restrictions on exercisabilityii) multiplied by the Exchange Ratio, with an exercise price equal adjusted to reflect the transactions contemplated by this Agreement and the Recapitalization Agreement. With respect to each Company Option, the Company shall use its commercially reasonable efforts to obtain, prior to the exercise price Closing Date, an option cancellation agreement from the holders of all such Company Options, in exchange for which existed under the corresponding Company shall offer the stock option holder certain benefits and rights and/or an amount of cash (the “Option divided Consideration”) as determined by the Exchange Ratio, Company and with other terms and conditions that are the same applicable stock option holder as necessary to obtain the terms and conditions of stock option holder’s agreement to cancel such Company Options as contemplated herein. The Company shall pay or otherwise provide to such holders the Option Consideration no later than immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Time and the aggregate amount of Option Consideration paid to the stock option holders shall not exceed $25,000. A stock option holder’s agreement to the cancellation of Company Options in exchange for the Option Consideration shall release any and all rights the holder had or may have had in respect of such Company Option. The Company shall provide to Parent agrees on or prior to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares copies of Common Stock issuable upon exercise of the Parent Exchange Options and all executed option cancellation agreements. The Company shall use its best commercially reasonable efforts to cause take all actions necessary (including causing an applicable Subsidiary or its Board of Directors to take such registration statement actions as are allowed by the Stock Option Plan or any option award agreements) to remain effective until effectuate the exercise or expiration of such optionsactions contemplated by this Section 2.7.

Treatment of Stock Options. (a) Prior Immediately prior to the Effective DateTime, each Company Option that is then outstanding and Parent unexercised, whether or not vested, shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable become fully vested immediately prior to the Effective Date upon Time. At the Effective Time, each such Company Option shall be converted into the right of the holder thereof to receive for each share of Company Common Stock subject to such Company Option an amount in cash equal to (a) the excess, if any, of: (i) the Residual Upfront Per Share Value; minus (ii) the exercise price per share of Company Common Stock subject to such Company Option; plus (b) any amounts required to be paid by Parent with respect to such share in accordance with the terms of Section 1.7(c)(vii), as and when such payments are required to be made; plus (c) the excess, if any, of: (i) any disbursements of cash to be made from the Escrow Fund and/or the value (based on the Escrow Average Closing Price (as defined in the Escrow Agreement)) of any shares of Parent Common Stock to be released from the Escrow Fund, in each case with respect to each share of Company Common Stock subject to such Company Option to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made; minus (ii) the exercise price per share of Company Common Stock subject to such Company Option (less the amount of such exercise price, if any, taken into account in determining the amounts under clauses “(a)” or “(b)” of this sentence, if any). Prior to the Effective Time, the Company shall take all action that may be necessary (under the Company Option (without regard Plan or otherwise) to actual restrictions on exercisability) multiplied by effectuate the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions provisions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.31.6 and to ensure that, and (ii) from and after the Effective DateTime, upon exercise each holder of Parent Exchange Optionsan outstanding Company Option converted as provided in this Section 1.6 shall cease to have any rights with respect thereto, make available for issuance all shares of Common Stock covered thereby, subject except the right to receive the terms and conditions applicable thereto. Each director, officer or (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Dateconsideration specified in this Section 1.6 without interest. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options.