Common use of Unvested Options Clause in Contracts

Unvested Options. At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

Unvested Options. At Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, each option except that (eachi) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, a “Company Stock Option”with no cash being payable for any fractional share eliminated by such rounding) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 number of shares of Company Common Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding were issuable upon exercise of such option immediately prior to the Effective Time and is held by a person providing services the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company or its Subsidiary Common Stock at which such option was exercisable immediately prior to the Effective Time shall be converted into by the Option Exchange Ratio and become an option with respect (iii) subject to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of obtaining any consent required under the Company Stock Plans and/or stock option agreement by which it is evidenced, except that Option Plan from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock PlansOptionholder, no Assumed Option may be “early exercised” (ii) each unvested Company Stock i.e., an Assumed Option assumed by Parent may be exercised solely for shares of Parent Acquirer Class A Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal only to the number extent the Assumed Option is vested at the time of Shares subject to such unvested Company Stock Options immediately prior exercise pursuant to the Effective Time multiplied applicable vesting schedule). Acquirer will not assume any Unvested Options held by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, Persons that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to do not become Continuing Employees as of the Effective Time, and which have an exercise price greater than the Merger Consideration, each such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Unvested Option that is not an “incentive stock option” or a nonqualified stock option held by a US taxpayer Assumed Options shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange cancelled for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)no consideration.

Unvested Options. At the Effective Time, Each unvested outstanding Company Option held by a Continuing Employee (each option (each, a an “Unvested Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Stock Plans”)Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, that is unvested and outstanding including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time and is held by a person providing services to the (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or its Subsidiary immediately prior to the Effective Time shall be converted into and will become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, exercisable in accordance with the terms its terms) for that number of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for whole shares of Parent Common Stock (or cash, if so provided under equal to the terms product of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Company Common Stock that were subject to such unvested Unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options Option immediately prior to the Effective Time multiplied by the Exchange Ratio, Conversion Rate (rounded down to the nearest next whole sharenumber of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ivii) the per share exercise price under each for the shares of Parent Stock issuable upon exercise of such unvested assumed Unvested Company Stock Option shall will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under each of Company Common Stock at which such unvested Unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding was exercisable immediately prior to the Effective TimeTime by the Conversion Rate, rounded up to the nearest whole cent. The assumption and which have an exercise price greater than the Merger Consideration, such unvested conversion of Unvested Company Stock Options shall not be assumed by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and shall automatically terminate as of the Effective Time if not exercised prior to or as of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. In addition, each Each unvested outstanding Company Stock Option that is not an “incentive stock option” or a nonqualified stock option held by a US taxpayer Unvested Company Option shall be adjusted treated as required by Section 424 of the Code a Cancelled Option and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the extent necessary to ensure such compliance. “Exchange Ratio” means holder thereof, at the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)Effective Time.

Unvested Options. Purchaser shall not assume any Unvested Options, or substitute any Unvested Options with an equivalent option or right, in connection with the transactions contemplated hereby. At the Effective TimeClosing, each option Unvested Option (eachwhether held directly or through a trustee for the benefit of the holder) shall by virtue of the transactions contemplated hereby and without any action on the part of Purchaser, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, includingHoldings, without limitationSellers or any holder of Options, under be cancelled and extinguished. In exchange for the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan cancellation and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”extinguishment of an Unvested Option pursuant to this Section 1.3(a), that is unvested subject to the holder thereof first executing and outstanding delivering an Option Surrender and Waiver Agreement to Purchaser, Purchaser shall, or shall cause Holdings to, pay through the payroll service of Holdings or one of its Affiliates to each person who at the Closing was holding an Unvested Option, with respect to the Holdings Shares issuable upon exercise of such Unvested Option immediately prior to the Effective Time Closing, at the respective times and is held by a person providing services subject to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become contingencies specified herein, an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, amount in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, cash (such holder’s “Unvested Option Cash”) equal to: (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted amount, if any, set forth for such Unvested Option in the Company and the compensation committee of the Company Board administering such Company Stock PlansClosing Consideration Spreadsheet, plus (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cashthe amount, if so provided under any, set forth for such Unvested Option in the terms Post-Closing Consideration Spreadsheet, in the case of each of clauses “(i)” and “(ii)” above, less any deductions and withholdings for Taxes required by applicable Legal Requirements. For the avoidance of doubt, no portion of any holder’s Unvested Option Cash shall be contributed to the Purchase Price Adjustment Escrow Fund. A holder’s Unvested Option Cash shall be retained by Purchaser at the Closing, shall be subject to permanent retention by Purchaser (i.e., forfeiture by the holder of such unvested Company Stock Unvested Option) and shall be released by Purchaser from any right of retention or forfeiture of Purchaser on the vesting schedule set forth in the Option or required under applicable Law)Surrender and Waiver Agreement executed and delivered by such holder, (iii) the number of shares of Parent Common Stock in each case subject to such unvested Company Stock Options holder remaining continuously employed by Purchaser or one of its Subsidiaries through the applicable vesting date. Purchaser shall cause all Unvested Option Cash that is released by Purchaser from any right of retention or forfeiture of Purchaser during any given calendar quarter to be equal to paid within two payroll periods following the number end of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, calendar quarter (and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater in no event later than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as March 15 of the Effective Time if not exercised prior to or as of calendar year following the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result year in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure which such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”vesting occurred).

Unvested Options. At Except as otherwise agreed between the Effective Timeapplicable holder and Parent, subject to Section 2.11, each option Option (each, a “Company Stock Option”or portion thereof) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested issued and outstanding immediately prior to the Effective Time that is an In-the-Money Option and is held by not a person providing services Vested Option (each such Option, an “Unvested Option”) shall, without any further action on the part of the Optionholder, be cancelled and automatically converted into the right to receive only, at the times and in the manner set forth herein, and without any interest thereon, an amount in cash equal to (A) the Spread Value of such Unvested Option (or portion thereof) (net of any amount deducted in accordance with each Seller’s Pro Rata Share pursuant to Section 2.9) (the “Unvested Option Closing Consideration”) plus (B) to the extent any amount is payable in respect of such Unvested Option at (A), the amount, if any, of any of such Optionholders’ Pro Rata Share of any Post-Closing Payments that become payable with respect to such Unvested Option pursuant to this Agreement, which amounts will vest and become payable (at the times and in the manner set forth herein) to such Optionholder by the Surviving Company on the applicable vesting date for such Unvested Option (such vesting date, an “Option Vesting Event”); provided that payment of any such amounts will be made on a quarterly basis based on the calendar quarter in which the Option Vesting Event occurs; provided, further, that, with respect to any payment described in clause (B) above, if the date any such Post-Closing Payment becomes payable is later than the applicable Option Vesting Event, then such Post-Closing Payment shall only become payable to such Optionholder on the date such Post-Closing Payment becomes payable and any such payment will be made on a quarterly basis, based on the calendar quarter in which the applicable Post-Closing Payment becomes payable, in each case, subject to the applicable Optionholder’s continued employment or its Subsidiary immediately prior to service through the applicable vesting date in respect of such Unvested Option, without any interest for the period from the Effective Time shall be converted into until the applicable payment date. Other than as described in this Section 2.3(e)(ii), the terms and become an option with respect conditions applicable to Parent Common Stocksuch underlying Unvested Option are unmodified. For the purposes of this Section 2.3(e)(ii), and Parent shall assume each unvested Company Stock Option, the term “applicable vesting date” means the date that the applicable Unvested Option otherwise would have vested in accordance with the its terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)conditions.

Unvested Options. (i) At the First Effective Time, each option Company Option held by a Significant Employee Stockholder, Key Employee or Continuing Service Provider (each, a “Company Stock Option”x) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested unvested, outstanding and outstanding unexercised immediately prior to the First Effective Time (after giving effect to any vesting that is contingent upon the completion of the Mergers) (each, an “Unvested Option”) and (y) that has an exercise price per share of Company Common Stock subject to such Company Option that is held by a person providing services to less than the Company or its Subsidiary immediately prior to the Effective Time Per Share Amount (an “Outstanding In-the-Money Unvested Option”) shall be converted into and become an option with respect to purchase Parent Common Stock, and Parent shall either assume each unvested such Company Option or replace such Company Option by causing Parent to issue a replacement stock option to purchase Parent Common Stock in substitution therefor with substantially the same terms as such Company Option, in accordance with subject to the terms remainder of the this Section 1.6(c) (all Outstanding In-the-Money Unvested Options that are assumed or replaced pursuant to this Section 1.6(c) are hereafter referred to as “Substitute Options”). All rights to purchase shares of Company Common Stock Plans and/or stock option agreement by which it is evidencedunder Substitute Options shall thereupon be converted into rights to purchase Parent Common Stock. Accordingly, except that from and after the First Effective Time, : (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (iiA) each unvested Company Stock Substitute Option assumed by Parent may be exercised solely for shares of Parent Common Stock Stock; (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iiiB) the number of shares of Parent Common Stock subject to such unvested Company Stock Options each Substitute Option shall be equal to determined by multiplying the number of Shares shares of Company Common Stock that were subject to such unvested Company Stock Options Substitute Option immediately prior to the First Effective Time multiplied by the Exchange Ratio, rounded and rounding the resulting number down to the nearest whole share, and number of shares of Parent Common Stock; (ivC) the per share exercise price under for a share of Parent Common Stock issuable upon exercise of each such unvested Company Stock Substitute Option shall be adjusted determined by dividing the per share exercise price under each of a share of Company Common Stock subject to such unvested Company Stock Option Substitute Option, as in effect immediately prior to the First Effective Time, by the Exchange Ratio Ratio, and rounding the resulting exercise price up to the nearest whole cent; providedand (D) any restriction on the exercise of any Substitute Option shall continue in full force and effect and, howeversubject to Section 4.6, the term, status as an incentive stock option under Code Section 422 or a nonstatutory stock option and vesting schedule of such Substitute Option shall otherwise remain unchanged as a result of the assumption or replacement of such Substitute Option; provided that (1) the compensation committee of Parent’s board of directors shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to the administration of such Substitute Options; (2) the Substitute Option shall be subject to administrative procedures consistent with those in effect under Parent’s equity compensation plan; (3) the Substitute Option will not be subject to a post-termination exercise period that is longer than the periods set forth in Sections 4.6.1, 4.6.2 and 4.6.3 of the Company Stock Plan, notwithstanding any Contract to the contrary; and (4) the Substitute Options that are unvested, unexercised and outstanding immediately will not be exercisable prior to the Effective Time, and date on which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options they become vested. Each Unvested Option that is not a Substitute Option shall not be assumed by Parent and shall automatically terminate cancelled for no consideration as of the Effective Time if not exercised prior to or as of the First Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

Unvested Options. At the Effective Time, each option Company Option held by a Key Employee or Continuing Service Provider: (each, a “Company Stock Option”x) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested unvested, outstanding and outstanding unexercised immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the completion of the Merger) (each, an “Unvested Option”); and (y) that has an exercise price per share of Company Common Stock subject to such Company Option that is held by a person providing services to less than the Company or its Subsidiary immediately prior to the Effective Time Per Share Amount (an “Outstanding In-the-Money Unvested Option”) shall be converted into and become an option with respect to purchase Parent Common Stock, and Parent shall either assume each unvested such Company Stock Option, in accordance with the terms of the Option or replace such Company Stock Plans and/or Option by causing Parent to issue a reasonably equivalent replacement stock option agreement by which it is evidencedto purchase Parent Common Stock in substitution therefor, except subject to the remainder of this Section 1.6(b) (all Outstanding In-the-Money Unvested Options that are assumed or replaced pursuant to this Section 1.6(b) are hereafter referred to as “Substitute Options”). All rights to purchase shares of Company Common Stock under Substitute Options shall thereupon be converted into rights to purchase Parent Common Stock. Accordingly, from and after the Effective Time, : (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (iiA) each unvested Company Stock Substitute Option assumed by Parent may be exercised solely for shares of Parent Common Stock Stock; (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iiiB) the number of shares of Parent Common Stock subject to such unvested Company Stock Options each Substitute Option shall be equal to determined by multiplying the number of Shares shares of Company Common Stock that were subject to such unvested Company Stock Options Substitute Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded and rounding the resulting number down to the nearest whole share, and number of shares of Parent Common Stock; (ivC) the per share exercise price under for a share of Parent Common Stock issuable upon exercise of each such unvested Company Stock Substitute Option shall be adjusted determined by dividing the per share exercise price under each of a share of Company Common Stock subject to such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; providedSubstitute Option, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding as in effect immediately prior to the Effective Time, by the Exchange Ratio, and which have an rounding the resulting exercise price greater than up to the Merger Considerationnearest whole cent; and (D) any restriction on the exercise of any Substitute Option shall continue in full force and effect and the term, incentive stock option status, exercisability and vesting schedule (including vesting acceleration) of such unvested Company Stock Options Substitute Option shall not be assumed by Parent and shall automatically terminate otherwise remain unchanged as a result of the Effective Time if not exercised prior assumption or replacement of such Substitute Option. Prior to or as of the Effective Time. In addition, each unvested the Company shall take all actions that may be necessary (under the Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of Plan and otherwise) to: (A) effectuate the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence provisions of this Section 2.2(a1.6(b); and (B) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means that, from and after the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price Effective Time, holders of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”Unvested Options have no rights with respect thereto other than those specifically provided in this Section 1.6(b), if any.

Unvested Options. At The Company and Buyer shall use all commercially reasonable efforts to provide that, at the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “each Company Stock Plans”), Option that is unvested outstanding, unvested, unexercised and outstanding unexpired immediately prior to the Effective Time (each, an “Unvested Company Option”) shall be assumed by Buyer. Each Unvested Company Option so assumed by Buyer shall continue to have, and is held by a person providing services be subject to, the same terms and conditions as set forth in any stock option plan and/or Contract pursuant to which such Unvested Company Option was granted and issued, in each case, as in effect immediately prior to the Effective Time, except that (i) each such Unvested Company or Option shall become exercisable in accordance with its Subsidiary terms for that number of Parent Ordinary Shares equal to the product obtained by multiplying (x) the number of shares of Common Stock that were issuable upon the exercise in full of such Unvested Company Option immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iiiy) the number of shares of Parent Common Stock subject to such unvested Assumed Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole sharenumber of Parent Ordinary Shares, and (ivii) the per share exercise price under for the Parent Ordinary Shares issuable upon exercise of each such unvested Unvested Company Stock Option assumed shall be adjusted equal to the quotient obtained by dividing (x) the exercise price per share exercise price under each of Common Stock at which such unvested Company Stock Option was exercisable immediately prior to the Effective Time by (y) the Assumed Company Option Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. Following the assumption of such Unvested Company Options, all references to the Company in any such Unvested Company Options and the Company’s 2002 Stock Incentive Plan shall be deemed to refer to Buyer. The conversion of any such assumed Unvested Company Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase Parent Ordinary Shares shall be made so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code; provided, however, that with respect none of Parent, Buyer or Merger Sub make any representations, warranties or other guarantees to the Holders of any assumed Unvested Company Stock Options that are unvested, unexercised and outstanding immediately prior any such assumed Unvested Company Options will continue to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate qualify as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock optionoptions” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) 422 of the Code and following the Treasury Regulations under Section 409A assumption of such Unvested Company Options in accordance with the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)terms hereof.

Unvested Options. (i) At the Effective Time, each option Company Option or portion thereof: (each, a “Company Stock Option”x) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested unvested, outstanding and outstanding unexercised immediately prior to the Effective Time and (after giving effect to any vesting that is contingent upon the completion of the Merger) (each, an “Unvested Option”); (y) held by a person providing services Continuing Employee and (z) that has an exercise price per share of Company Common Stock subject to such Company Option that is less than the Company or its Subsidiary immediately prior to the Effective Time Per Share Amount (an “Outstanding In-the-Money Unvested Option”) shall be converted into and become an option with respect to purchase Parent Common Stock, and Parent shall assume each unvested such Outstanding In-the-Money Unvested Option subject to the remainder of this Section 1.6(b)(i) (all Outstanding In-the-Money Unvested Options that are assumed pursuant to this Section 1.6(b)(i) are hereafter referred to as “Assumed Options”). All rights to purchase shares of Company Common Stock Optionunder Assumed Options shall thereupon be converted into rights to purchase Parent Common Stock. Accordingly, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, : (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (iiA) each unvested Company Stock Assumed Option assumed by Parent may be exercised solely for shares of Parent Common Stock Stock; (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iiiB) the number of shares of Parent Common Stock subject to such unvested Company Stock Options each Assumed Option shall be equal to determined by multiplying the number of Shares shares of Company Common Stock that were subject to such unvested Company Stock Options Assumed Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded and rounding the resulting number down to the nearest whole share, and number of shares of Parent Common Stock; (ivC) the per share exercise price under for a share of Parent Common Stock issuable upon exercise of each such unvested Company Stock Assumed Option shall be adjusted determined by dividing the per share exercise price under each of a share of Company Common Stock subject to such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; providedAssumed Option, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding as in effect immediately prior to the Effective Time, by the Exchange Ratio, and which have an rounding the resulting exercise price greater than up to the Merger Considerationnearest whole cent; (D) any restriction on the exercise of any Assumed Option shall continue in full force and effect and the term, exercisability and vesting schedule of such unvested Company Stock Options Assumed Option shall not be assumed by Parent and shall automatically terminate otherwise remain unchanged as a result of the Effective Time if not exercised assumption or replacement of such Assumed Option; provided, however, that no Assumed Options or portion thereof shall be (1) exercisable prior to vesting or as of the Effective Time. In addition, each unvested Company Stock Option that is (2) an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A 422 of the Code, or otherwise result in negative tax treatment or penalties under Section 424 ; and (E) the Parent’s board of directors and/or a committee thereof shall succeed to the authority and responsibility of the Code Company’s board of directors or Section 409A any committee thereof with respect to the administration of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Company Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)Plan.

Unvested Options. At (i) Effective as of the Effective Time, Purchaser shall assume each option Unvested Option (each, a each an “Company Stock Assumed Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding each such Assumed Option shall become an option to acquire, on the same terms and conditions as were applicable under such Assumed Option immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the a number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, Purchaser common stock (rounded down to the nearest whole share, and ) determined by multiplying (ivx) the number of shares of Company Common Stock subject to the Unvested Option immediately prior to the Effective Time by (y) the quotient obtained from dividing the amount payable for each share of Common Stock pursuant to Section 1.6(a) (as reasonably determined by the Board of Directors of the Company and Purchaser) by the Closing Price (the “Unvested Option Exchange Ratio”) (rounded down to the nearest whole number), at a price per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding of Purchaser common stock (rounded up to the nearest whole cent) equal to the quotient obtained from dividing (A) the exercise price per share of the shares of Company Common Stock purchasable pursuant to the assumed Unvested Option immediately prior to the Effective Time by (B) the Unvested Option Exchange Ratio; provided, however, that the exercise price and the number of shares of Purchaser common stock subject to each Assumed Option shall be determined in a manner consistent with respect to Company Stock Options the requirements of Section 409A of the Code and provided further that are unvested, unexercised and outstanding in the case of each Unvested Option that qualifies immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate Time as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A 422 of the Code, or otherwise result the exercise price and the number of shares of Purchaser common stock subject to the applicable Assumed Option and the terms and conditions of exercise of such option shall be determined in negative tax treatment or penalties under order to comply with Section 424 of the Code or Section 409A 424(a) of the Code. In connection therewith, the Company shall provide any notices to holders of Unvested Options as may be required by the applicable Company Stock Incentive Plan. From and clauses (iii) and (iv) of after the first sentence of this Section 2.2(a) Effective Time, each Unvested Option shall be modified no longer represent the right to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent acquire Company Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)Stock.

Unvested Options. At the Effective Time, the unvested portion of each option (each, a “outstanding Company Stock Option”) Option to purchase Shares granted shares of Company Common Stock under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee Option Plan (the “Parent Compensation Committee”"UNVESTED COMPANY OPTION") shall will be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for and converted into an option to purchase shares of Parent Common Stock (or cash, if so provided each a "PARENT OPTION") as set forth in this Section 2.2.2. Schedule 2.2.2 hereto sets forth (i) a true and complete list as of the date hereof of all holders of outstanding Company Options under the terms of such unvested Company Stock Option or required under applicable Law)Plan, (iii) including the number of shares of Parent Company Common Stock subject to each such unvested Company Stock Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option; and (ii) any acceleration of the vesting of such Company Options that shall be equal to effective as of the number of Shares subject to such unvested Company Stock Options immediately Closing Date. Schedule 2.2.2 may be updated prior to the Effective Time multiplied by Closing Date to reflect any Company Options granted to new employees of the Exchange Ratio, rounded down Company from the date hereof to the nearest whole shareClosing Date as approved by Parent in accordance with Section 5.3(m) below. Subject to acceleration of Company Options set forth in Schedule 2.2.2, each Unvested Company Option assumed by Parent under this Agreement shall retain its respective vesting schedule under the Company Stock Plan and (iv) the per share exercise price under its respective stock option agreement and each such unvested Unvested Company Stock Option shall continue to be adjusted by dividing subject to the per share exercise price under terms and conditions set forth in the Company Option Plan, except that (i) each such unvested Unvested Company Option will be exercisable for that number of whole shares of Common Stock Option by the Exchange Ratio and rounding up of Parent ("PARENT COMMON STOCK") equal to the nearest cent; provided, however, product of the number of shares of Company Common Stock that with respect to would be issuable upon exercise of such Unvested Company Stock Options that are unvested, unexercised and outstanding Option immediately prior to the Effective Time, and which have an exercise assuming that all vesting conditions applicable to such Unvested Company Option were then satisfied, multiplied by the quotient obtained by dividing (A) the price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed per share paid by Parent and shall automatically terminate as of from the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Common Stock Option that is an “incentive stock option” or a nonqualified stock option held Distribution Amount; by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h(B) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange NASDAQ National Market System for the five consecutive ten (10) trading days immediately preceding (but not including) the Closing Date Date, (such quotient, the “"OPTION EXCHANGE RATIO" and such average closing price of Parent Closing Price”Common Stock, the "PARENT COMMON STOCK VALUE") rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed or replaced Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Consistent with the terms of the Company Stock Option Plan and the documents governing the outstanding Company Options under such plan, except as set forth on Schedule 2.2.2, the Company shall not accelerate the exercisability or vesting of such Company Options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Company Options in connection with the Merger. As soon as practicable after the Effective Time, Parent shall deliver to each holder of an outstanding Unvested Company Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and that such Company Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2.2 after giving effect to the Merger).

Unvested Options. At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and Option outstanding immediately prior to the Effective Time which is not a Vested Option (each, an “Unvested Option”) will, (i) with respect to Unvested Options outstanding on the date hereof, on the same terms and is held by a person providing services conditions (including vesting and vesting acceleration provisions) as are applicable to the Company or its Subsidiary such Unvested Option immediately prior to the Effective Time shall be converted into and become an option (ii) with respect to Parent Common StockUnvested Options granted after the date hereof, on the same terms and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from conditions (including vesting and after vesting acceleration provisions) as are applicable to such Unvested Options immediately prior to the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall automatically be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plansconverted into an option to acquire, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to determined by multiplying the number of Shares shares of Company Stock subject to such unvested Company Stock Options the Unvested Option immediately prior to the Effective Time multiplied by a fraction, the numerator of which shall equal the sum of the Retained Per Share Portion of the Estimated Closing Proceeds, plus the Retained Per Share Portion of the Indemnification Escrow Funds, plus the Retained Per Share Portion of any portion of the Representative Holdback Amount, and the denominator of which shall be the Closing Reference Stock Price (the “Option Exchange Ratio, ”) (with the result rounded down to the nearest whole share), and (iv) at an exercise price per share of Parent Common Stock equal to the per share exercise price under each such unvested for the shares of Company Stock otherwise purchasable pursuant to such Unvested Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option divided by the Option Exchange Ratio and rounding Ratio, rounded up to the nearest cent; providedwhole cent (such Options, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the “Unvested Optionholders’ Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time”). In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer The assumption described in this Section 2.04(b) shall be adjusted as required by effected in a manner consistent with the requirements of Section 424 of the Code Code, as applicable, and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

Unvested Options. At the Effective Time, each option Unvested Option shall, on the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the Equityholders, thereafter no longer be exercisable but shall entitle the holder of such Unvested Option (each, a an “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock PlansUnvested Optionholder”), in cancellation and settlement therefor, to the opportunity to receive, for each share of Common Stock subject to such Unvested Option immediately prior to the Effective Time, an amount in cash, without interest, equal to (A) the Net Option Closing Payment, plus (B) the Per Share Deferred Merger Consideration. The amount of cash each Unvested Optionholder is eligible to receive for the shares of Common Stock subject to the Unvested Options held by such Unvested Optionholder shall be rounded down to the nearest cent. The payment of cash pursuant to this Section 2.6(b) in exchange for Unvested Options shall be subject to the same conditions, restrictions and vesting arrangements that is unvested were applicable to such Unvested Options immediately prior to or at the Effective Time. Therefore, the cash contingently payable pursuant to this Section 2.6(b) in exchange for any Unvested Option issued and outstanding immediately prior to the Effective Time and is held by a person providing services (collectively, the “Unvested Option Cash”) shall not automatically be owed to the Company Unvested Optionholder at the Effective Time and, subject to the conditions, restrictions and vesting arrangements that were applicable to such Unvested Options immediately prior to or its Subsidiary at the Effective Time, this Section 2.6(b), and Section 2.11, any such Unvested Option Cash that becomes vested according to such vesting arrangements shall instead become payable by Purchaser on Purchaser’s next regularly scheduled payroll date following the date that such Unvested Option would have become vested under the vesting schedule in place for such Unvested Option immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest centdate hereof; provided, howeverthat if the applicable vesting date is within five (5) Business Days of the next regularly scheduled payroll date, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater payment shall be made no later than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”)following regularly scheduled payroll date.