Common use of Vested Company Options Clause in Contracts

Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, a portion of the Vested Spread will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the Representative.

Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to [any accelerated vesting provisions thereof and] any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, a portion of the Vested Spread will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the Representative. If you do not exercise your Vested Company Options prior to the Effective Time and consequently such Vested Company Options are cashed-out, if you are subject to U.S. taxation, you will recognize ordinary income in the amount of your aggregate cash payment at the time that such cash is paid to you, regardless of whether your Vested Company Options were intended to be incentive stock options (“ISOs”) within the meaning of Internal Revenue Code Section 422, or nonstatutory stock options (“NSOs”). Any ordinary income you recognize on your cash payment income will constitute wages and, if you were an employee at the time your Vested Company Options were granted to you, will therefore be subject to withholding of applicable U.S. federal and state income and employment tax withholding. As an alternative to automatically receiving the cash payment as described above, you may also choose to exercise your Vested Company Options prior to the Effective Time. If you wish to exercise your Vested Company Options, please contact the Company immediately. You must provide a completed exercise notice to the Company and pay the exercise price per share prior to the Effective Time. For any of your Vested Company Options that were granted as incentive stock options (“ISOs”) under Internal Revenue Code Section 422 and are exercised by you, the Vested Spread shall be reported as ordinary income to you for income tax purposes, but shall not be subject to withholding, including not being subject to employment taxes. For any of your Vested Company Options that were granted as nonstatutory stock options (“NSOs”), the Vested Spread shall be reported as ordinary income and be subject to applicable tax withholding (including income and employment taxes). As a stockholder, a percentage of the Merger consideration that you receive for your shares will be held back in escrow on the same terms as described above for Vested Company Options. To the extent that any of your Vested Company Options were granted as ISOs and are exercised by you, your receipt of the cash payment in connection with the Merger will be considered a disqualifying disposition of the shares underlying the ISOs. Upon the disqualifying disposition, you generally will recognize ordinary income equal to the excess, if any, of the lesser of (i) the fair market value of the shares of common stock at the time you exercise the ISO or (ii) the amount you realize for the shares of the common stock disposed of in the Merger, in each case less the aggregate exercise price you pay for those shares. Such income will constitute wages, taxable at ordinary income rates, but will not be subject to withholding of applicable U.S. federal and state income and employment tax withholding. Any additional gain or loss will be short-term capital gain or loss (assuming you hold such shares as a capital asset). To the extent that any of your Vested Company Options were granted as NSOs and are exercised by you, the Vested Spread shall be reported as ordinary income and be subject to applicable tax withholding (including income and employment taxes). If you received your Vested Company Options in your capacity as an employee, such income will constitute wages subject to payment of applicable U.S. federal and state income and employment tax withholding. As a stockholder, a percentage of the Merger consideration that you receive for your shares will be held back in escrow on the same terms as described above for Vested Company Options. Thus, if you elect to exercise your Vested Company Options that were granted as NSOs, please note that you will be paying tax on amounts you have not yet, and may never, receive due to the escrow.

Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010April 2011, the portion of your outstanding Company Options that is vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You If you do not exercise your Vested Company Options before the Effective Time, you shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2Pursuant to the Merger Agreement, approximately 20% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments payments and the like.) In additionThe amount withheld will be deposited with the escrow agent pursuant to the terms of the Merger Agreement to secure such indemnification obligations. and all amounts deposited with the escrow agent, a together with any interest. Investment income or other proceeds applicable thereto, shall be held by the escrow agent, subject to the terms and conditions of the Merger Agreement and the related escrow agreement. You acknowledge and agree to be bound by all provisions of Anic1e 9 of the Merger Agreement in substantially the form attached hereto as Exhibit B, and that you shall be entitled to receive the portion of the Vested Spread will held back in escrow only at the times and in the amounts set forth in the Merger Agreement and the escrow agreement. You may also choose to exercise your Vested Company Options prior to the Effective Time. If you wish to exercise your Vested Company Options, please contact the Company immediately. You must provide a completed exercise notice to the Company and pay the exercise price per share prior to the Effective Time. For any of your Vested Company Options that were granted as incentive stock options (“ISOs”) under Internal Revenue Code Section 422 and are exercised by you at least one day before the Effective Time. the Vested Spread shall be withheld reported as ordinary income to secure certain obligations under Section 2.2(d) you for income tax purposes, but shall not be subject to withholding, including not being subject to employment taxes. For any of your Vested Company Options that were granted as nonstatutory stock options (“NSOs”), the Vested Spread shall be reported as ordinary income and Section 9.11 be subject to applicable tax withholding (including income and employment taxes). As a stockholder, a percentage of the Merger Agreement consideration that you receive for any Representative Expenses incurred by your shares will be held back in escrow on the Representativesame terms as described above for Vested Company Options.

Vested Company Options. At Upon the effective time of terms and subject to the Merger conditions set forth in this Agreement, each Vested Company Option (other than any Vested Company Option that is a Rollover Security under the “Support Agreement) outstanding and unexercised immediately prior to the Effective Time, with a per share exercise price less than the Per Share Merger Consideration (each, a “Cashed-Out Option”), which is anticipated to occur in October 2010, shall automatically and without any action on the portion of your Company Options that is vested and outstanding, after giving effect to any exercises, as part of the Effective Time (the “Vested Company Options”) shall terminate and holder thereof, be cancelled as of the Effective Time. You shall be entitled Time in exchange for the right to receive a receive, unless otherwise agreed to between such holder and Parent prior to the Closing, an amount in cash payment (subject to all applicable income and employment tax withholding) equal to the product excess of (x) Per Share Merger Consideration over (y) the exercise price of such Cashed-Out Option, multiplied by the number of Company Shares underlying such Cashed-Out Option (the “Option Consideration”); provided that if based on the agreement between a holder of a Cashed-Out Option and Parent prior to the Closing that such Cashed-Out Option shall not be cancelled in exchange for the right to receive Option Consideration in accordance with this Section 3.1(f)(ii), such holder of the Cashed-Out Option shall, in exchange for the cancellation of such Cashed-Out Option as of the Effective Time, have a right to receive an equity incentive award of Parent, pursuant to the terms and conditions to be determined by Parent and entitling the holder thereof to substantially the same economic value as such Cashed-Out Option, provided further that the number of shares of Company common stock that were issuable upon exercise underlying such award granted in substitution for such Cashed-Out Option may be further adjusted by Parent in accordance with Parent’s capital structure at the Closing to provide substantially the same economic terms to the holder of such Cashed-Out Option. Each Vested Company Options Option outstanding and unexercised immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the with a per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior greater than or equal to the Per Share Merger Consideration shall automatically be cancelled as of the Effective Time time without any consideration payable in respect thereof. As promptly as practicable following the Effective Time, the Surviving Company shall pay (with or cause to be paid on its behalf) to each holder of a Cashed-Out Option the understanding thataggregate Option Consideration (without interest) payable to such holder of Cashed-Out Options pursuant to this Section 3.1(f)(ii). Such Option Consideration shall be rounded down to the nearest cent and the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company) shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), such withheld amounts shall be treated for all purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (Agreement as having been paid to the “Vested Spread”). Approximately 19.2% holder of the Vested Spread shall be held back in escrow Cashed-Out Options with respect to indemnify Parent in case of a working capital adjustment whom such amounts were withheld by the Surviving Company (or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage such Person(s) making payment on behalf of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the likeSurviving Company).) In addition, a portion of the Vested Spread will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the Representative.

Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment , each Company Option (subject to all applicable income and employment tax withholdingor portion thereof) equal to the product that is outstanding as of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal that is then vested shall, to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately extent not exercised prior to the Effective Time (with Time, be purchased by the understanding thatCompany for an amount in cash equal to, for purposes each Common Non-Voting Share underlying such vested Company Option (or portion thereof), the amount by which the Purchase Price Per Share exceeds the exercise price for such Common Non-Voting Share, and each such vested Company Option (or portion thereof) shall thereafter be terminated without any further action on the part of Parent, Sub, the Company or the holder thereof. Prior to the Effective Time, the Company shall take all action necessary to effect the terminations anticipated by this clauseSection 1.2(e)(ii) under any outstanding Company Options, if there are different exercise prices for different including any actions required by the Plan. Parent covenants to deliver or cause to be delivered the Vested Option Consideration in cash to the Company Options held by youon the Closing Date, separate calculations shall provided that a portion thereof will be made for each applicable exercise price) (the “Vested Spread”withheld in accordance with Section 1.2(d)(i). Approximately 19.2% Company, Parent and Sub agree that it is their common intention to waive any entitlement to a deduction for Canadian Tax purposes in respect of the payment of the Vested Spread shall be held back Option Consideration, in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage accordance with subsection 110(1.1) of the Vested Spread to be subject to escrow will depend on ITA. In furtherance of the final purchase price after giving effect to closing paymentsforegoing, working capital adjustments the Parent and Sub hereby covenant and agree with the Shareholders and the like.Company that the Parent and Sub (a) In additionshall, a portion and shall cause the Company to, make the applicable elections under draft paragraph 110(1.1)(a) of the ITA to forego the deduction of payments made to retire employee stock options pursuant to Section 1.2(e) and shall not, and shall cause the Company not to, rescind, amend or otherwise modify or seek to nullify any such election. For greater certainty, the obligation of the Company to pay the Vested Spread Payment Amount will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 disregarded for the purposes of determining the Merger Agreement for any Representative Expenses incurred by Balance Sheet Adjustment Amount, the RepresentativeThird Party Expense Adjustment Amount, or the Indebtedness Adjustment Amount.

Vested Company Options. At the effective time of the Merger (the “If You Do Not Wish to Exercise Your Vested Company Options Prior to Effective Time”), which is anticipated to occur in October 2010, the Time Yahoo will not assume any Company Options or any portion of your any Company Options that is are vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled ). The Merger Agreement provides that each unexercised Vested Option outstanding as of the Effective Time. You shall Time will be entitled cancelled and converted into the right to receive a cash payment (less all applicable withholding taxes and subject to all applicable income and employment tax withholding) your execution of the letter of transmittal described below): • Promptly After the Effective Time: an amount in cash equal to the product of (x) Per Share Amount multiplied by the number of shares of Company common stock subject to such Vested Options minus (a) the aggregate exercise price of all shares subject to such Vested Options and (b) the pro rata share of the Escrow Amount and the Representative Fund Amount, to be paid as promptly as practicable after the Effective Time, and • Promptly After Each Applicable Escrow Release Date: an additional cash amount (if any) equal to the portion (if any) of the pro rata share of the Escrow Amount and Representative Fund Amount required to be released from the escrow funds on such Escrow Release Date, in each case, as, when and if such disbursements are required to be made in accordance with the Merger Agreement. No payment will be made with respect to (i) any Vested Option with a per share exercise price that were issuable upon exercise equals or exceeds the amount of such the Per Share Amount or (ii) any Company Option (or portion thereof) that is not a Vested Option at the Effective Time. To facilitate the payments in respect of your Vested Options, you will need to complete a letter of transmittal and other ancillary documents. All payments in respect of Vested Options will be reduced by all applicable withholding taxes (which may include previously uncollected tax withholding arising in connection with your prior exercises of Company Options, if any). Tax withholding will apply only when payments are made to you, either at, or shortly after, the Effective Time, or when funds are released to you from the escrow funds. For U.S. taxpayers, please note that payments received in exchange for the cancellation of Vested Options constitute ordinary income (in the case of current and former employees, subject to income and employment tax withholding) regardless of whether the Vested Option was intended to be an incentive stock option or nonstatutory stock option under federal tax laws. Similarly, for holders of Vested Options in Canada and the United Kingdom (“U.K.”), payments received in exchange for the cancellation of Vested Options will be subject to income tax1 and social insurance contributions,2 which will be withheld from the payments. If You Wish to Exercise Your Vested Company Options immediately Prior to the Effective Time You may choose to exercise your Vested Options prior to the Effective Time multiplied by (y) an amount equal Time. If you wish to (1) so exercise, please complete the Per Share Common Amount (as defined in exercise process on the Merger Agreement as the consideration that each share Option Admin website no later than 12 PM, Pacific Time, December 8, 2014. No exercises of Company common stock Options will receive in be permitted after 12 PM, Pacific Time, December 8, 2014 and your completed option paperwork and payment must be received by that time. To exercise your Vested Options, you must provide Option Admin with a completed exercise notice and pay the Merger) minus (2) the per share aggregate exercise price for and any applicable withholding taxes applicable to the shares of Vested Options you are exercising, in cash, by the above date. If you exercise your Vested Options, you will be a Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to Stockholder at the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, therefore a portion of the Vested Spread Merger consideration that you would otherwise receive for your shares will be withheld held back from you for contribution to secure certain obligations under Section 2.2(d) the Escrow Amount and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the RepresentativeFund Amount, as described above.