Common use of Options Clause in Contracts

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At Unless otherwise provided in the Effective Timeapplicable Agreement, each option granted by if, prior to the Company to purchase shares of Company Common Stock under (i) the Companydate that an Option first becomes exercisable, a Participant's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for status as an Employee and Non-Employee Directors Director is terminated for any reason, the Participant's right to exercise the Option shall terminate and (iii) any other stock option plan or arrangement all rights thereunder shall cease as of the Company (collectively, close of business on the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares date of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centtermination. (b) The adjustment For any Nonqualified Stock Option unless otherwise provided herein with respect to in the applicable Agreement and for any options which are "incentive stock options" Incentive Stock Option, if, on or after the date that the Option first becomes exercisable, a Participant's status as an Employee and Non-Employee Director is terminated (as defined in Section 422 1) for Cause, any unexercised portion of the CodeOption (whether then exercisable or not) shall, as of the time of the Cause determination, immediately terminate, (2) due to death or Disability, then the Option, to the extent that it is exercisable on the date of termination, shall be and is intended to be effected in a manner which is consistent with Section 424(a) exercisable only until the earlier of the Codeone year anniversary of such termination or the "expiration date" set forth in the applicable Agreement, (3) for any other reason (except as provided in the next sentence), then the Option, to the extent that it is exercisable on the date of termination, shall be exercisable only until the earlier of the three month anniversary of such termination or the "expiration date" set forth in the applicable Agreement. For any Nonqualified Stock Option, unless otherwise provided in the applicable Agreement, if, on or after the date that the Option first becomes exercisable, a Participant's status as an Employee and Non- Employee Director is terminated due to Retirement, or if a Participant is a party to a Change in Control Agreement with the Company and such Participant's status as an Employee and Non-Employee Director is terminated involuntarily or constructively in accordance with paragraph 3 thereof, then the Option, to the extent that it is exercisable on the date of termination, shall be exercisable until the "expiration date" set forth in the applicable Agreement. The duration Board, at its discretion, may designate in the applicable Agreement a different post- termination period for exercise of a Nonqualified Stock Option and other terms may extend the exercise period of any Option, but in no event may the post-termination exercise period exceed the tenth anniversary of the new option shall be Grant Date; it being understood that the same as extension of the original option except that all references exercise term for an Incentive Stock Option may cause such Option to the Company shall be deemed to be references to Parentbecome a Nonqualified Stock Option. (c) Parent agrees Shares subject to file with Securities Options that are not exercised within the time allotted for exercise shall expire and Exchange Commission (be forfeited by the "SEC") Participant as soon as reasonably practicable after of the Effective Time a registration statement close of business on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsdate they are no longer exercisable.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent FWB Common Stock in an amount and at an exercise price determined as provided belowunder the FWB Stock Plans (each, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common a "FWB Stock to be subject to the new option Option"), whether vested or unvested, shall be equal converted into an option to acquire, on the product of same terms and conditions as were applicable under such FWB Stock Option, the number of shares of Company SFG Common Stock equal to (i) the number of shares of FWB Common Stock subject to the original option and FWB Stock Option, multiplied by (ii) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from Ratio (such multiplication shall be product rounded to the nearest whole share; and number) (ii) The a "Replacement Option"), at an exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be (rounded down to the nearest whole cent. ) equal to (by) The adjustment provided herein the aggregate exercise price for the shares of FWB Common Stock which were purchasable pursuant to such FWB Stock Option divided by (z) the number of full shares of SFG Common Stock subject to such Replacement Option in accordance with respect the foregoing. Notwithstanding the foregoing, each FWB Stock Option which is intended to any options which are be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms At or prior to the Effective Time, FWB shall use its best efforts, including using its best efforts to obtain any necessary consents from optionees, with respect to the FWB Stock Plans to permit the replacement of the new option outstanding FWB Stock Options by SFG pursuant to this Section and to permit SFG to assume the FWB Stock Plans. FWB shall further take all action necessary to amend the FWB Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, SFG shall assume the FWB Stock Plans; provided, that such assumption shall be only in respect of the same as Replacement Options and that SFG shall have no obligation with respect to any awards under the original option except that all references FWB Stock Plans other than the Replacement Options and shall have no obligation to the Company shall be deemed to be references to Parentmake any additional grants or awards under such assumed FWB Stock Plans. (cb) Parent agrees At all times after the Effective Time, SFG shall reserve for issuance such number of shares of SFG Common Stock as necessary so as to file with Securities permit the exercise of the Replacement Options in the manner contemplated by this Agreement and Exchange Commission (the "SEC") instruments pursuant to which the corresponding FWB Stock Options were granted. SFG shall make all filings required under federal and state securities laws no later than the Effective Time so as soon as reasonably practicable to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time a registration statement on Form S-8 or other appropriate form under and SFG shall continue to make such filings thereafter as may be necessary to permit the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon continued exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration subsequent sale of such optionsshares.

Options. (a) At the Effective Time, each option granted by the Company CCB to purchase shares of Company CCB Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company CCB Common Stock and shall be converted automatically into an option to purchase shares of Parent NCBC Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company Option CCB Stock Plans pursuant to which such options have been issued (as defined below) and the agreements evidencing grants thereunder:): (i) The number of shares of Parent NCBC Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company CCB Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares of Parent NCBC Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent NCBC Common Stock under the new option shall be equal to the exercise price per share of Company CCB Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (bc) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code) ")), shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company CCB shall be deemed to be references to ParentNCBC. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. The Parties acknowledge and agree that one hundred eighty three thousand three hundred thirty-three (a183,333) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock subject to Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement 1 have vested as of the Company Resignation Date, zero (collectively, the "Company Option Plans"0) which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock subject to Option 2 have vested as of the Resignation Date, and shall be converted automatically into an option to purchase zero (0) shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms Option 3 have vested as of the Company Resignation Date. The Parties hereby agree that no further shares will vest under the Options from and after the Resignation Date. The vested portion of Option Plans pursuant to which such options have been issued 1 will remain outstanding following the Resignation Date and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock will continue to be subject to the new option shall be equal to the product terms and conditions of the number of shares of Company Common Stock subject to the original option Plan and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall applicable Option Agreement. Option 2 and Option 3 will cease to exist and be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein cancelled and Employee will have no further rights with respect to Option 2 and Option 3. The portion of Option 1 that has not vested as of the Resignation Date will cease to exist and be cancelled and Employee will have no further rights with respect to such unvested portion of Option 1. Employee will continue to be a Service Provider for purposes of the Plan and the Option Agreements, pursuant to the Consulting Agreement. The Company shall provide written notice to Employee not more than five (5) business days after Employee ceases to be a Service Provider for purposes of the Plan and Option Agreements; provided, however, that the Company shall have no obligation to provide such notice when Employee ceases to be a Service Provider for purposes of the Plan and Option Agreements because the Consulting Agreement expires by its own terms. Employee acknowledges that if any options which are "of the Options have been classified as “incentive stock options" (as defined in ” within the meaning of Section 422 of the CodeInternal Revenue Code of 1986, as amended, such Options will convert into nonstatutory stock options three (3) shall months and one (1) day after the Resignation Date. Furthermore, Employee acknowledges that in the event the Options are classified as nonstatutory stock options on the date such Options are exercised, the income recognized upon such exercise will be considered wages that must be reported on Employee’s W-2 and is intended applicable tax withholding will be required. Employee agrees that the Company may refuse to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references process any such exercise until Employee has made arrangements satisfactory to the Company shall be deemed to be references to Parentsatisfy any such withholding obligations. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At ▇▇▇▇▇▇▇ hereby grants to ▇▇▇▇▇▇, on the Effective Timeterms and conditions set forth herein, each option granted by a continuing right (the Company “Series B Common Stock Option”) to purchase shares of Company Common Stock under (i) from ▇▇▇▇▇▇▇, at the Company's 1993 Incentive Stock Option Plantimes set forth herein, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Series B Common Stock as is necessary to be subject allow the ▇▇▇▇▇▇ Entities to maintain the new option shall be percentage of the then-outstanding Common Stock of ▇▇▇▇▇▇▇ that is equal to the product of the number of shares of Company Ownership Percentage. The Series B Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication Option shall be rounded assignable, in whole or in part and from time to the nearest whole share; and (ii) time, by ▇▇▇▇▇▇ to any ▇▇▇▇▇▇ Entity. The exercise price per share for the shares of Parent Series B Common Stock under purchased pursuant to the new option Series B Common Stock Option shall be equal to the exercise price per share Market Price of Company the Series A Common Stock under as of the original option divided date of first delivery of notice of exercise of the Series B Common Stock Option by ▇▇▇▇▇▇ (or its permitted assignee hereunder) to ▇▇▇▇▇▇▇; provided, however, that the Exchange Ratio, provided that such exercise price shall be rounded down at least equal to the nearest whole centaggregate par value of the shares of Series B Common Stock purchased thereby. (b) The adjustment provided herein provisions of Section 2.1(a) hereof notwithstanding, the Series B Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with respect the issuance by ▇▇▇▇▇▇▇ of any shares of Common Stock pursuant to any options which are "incentive stock options" (as defined in Section 422 option or other executive or employee benefit or compensation plan maintained by ▇▇▇▇▇▇▇, so long as, from and after the date hereof and prior to the issuance of such shares, ▇▇▇▇▇▇▇ has repurchased from shareholders and not subsequently reissued a number of shares equal or greater to the Code) shall be and is intended number of shares to be effected issued in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parentany such issuance. (c) Parent agrees ▇▇▇▇▇▇▇ hereby grants to file with Securities ▇▇▇▇▇▇, on the terms and Exchange Commission conditions set forth herein, a continuing right (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (“Nonvoting Stock Option” and, together with the rules and regulations thereunderSeries B Common Stock Option, the "Securities Act"“Options”) to register Parent Common purchase from ▇▇▇▇▇▇▇, at the times set forth herein, such number of shares of Nonvoting Stock issuable upon as is necessary to allow the ▇▇▇▇▇▇ Entities to own eighty percent (80%) of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall be assignable, in whole or in part and from time to time, by ▇▇▇▇▇▇ to any ▇▇▇▇▇▇ Entity. The exercise price for the shares of options under Nonvoting Stock purchased pursuant to the Company Nonvoting Stock Option Plans and use its reasonable efforts shall be the price at which such Nonvoting Stock is then being sold to cause such registration statement to remain effective until third parties, or, if no Nonvoting Stock is being sold, the fair market value thereof as determined in good faith by the Board of Directors of ▇▇▇▇▇▇▇; provided, however, that the exercise or expiration price shall be at least equal to the aggregate par value of such optionsthe shares of Nonvoting Stock purchased thereby.

Options. Firstar shall take action to amend the Firstar Stock Plans (aas defined herein) At so that, at the Effective Time, each option granted by the Company Firstar to purchase shares of Company Firstar Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Firstar Common Stock and shall be converted automatically into an option to purchase shares of Parent Firstar (WI) Common Stock in an amount and at an exercise price determined as provided below, follows (and otherwise subject to the terms of the Company Option Plans appropriate Firstar Benefit Plan (as defined herein) pursuant to which such options have been issued granted (such plans collectively the "Firstar Stock Plans") and the agreements evidencing grants thereunder: ): (i) The the number of shares of Parent Firstar (WI) Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Firstar Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares of Parent Firstar (WI) Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and share and (ii) The the exercise price per share of Parent Firstar (WI) Common Stock under the new option shall be equal to the exercise price per share of Company Firstar Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company Firstar shall be deemed to be references to ParentFirstar (WI). (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. Except as may be otherwise agreed in writing between the Company and any holder of any Option (a) At as hereinafter defined), upon the Effective Timeconsummation of the Merger, each option granted by the Company to purchase shares of acquire Company Common Stock outstanding immediately prior to the Effective Time under (i) the Company's 1993 1994 Executive Incentive Plan, as amended (the "Executive Incentive Plan"), the Company's 1997 Stock Incentive Plan, as amended, the Company's 1994 Executive Performance Stock Award Plan, as amended (the "Executive Performance Plan"), the Company's 1987 Non-Qualified Stock Option Plan, (ii) as amended and the Company's 1993 Stock Option Plan for Non-Employee Directors and Directors, as amended (iii) any other stock option plan such plans referred to herein as the "Option Plans"), whether vested or arrangement of the Company unvested (each, an "Option," collectively, the "Company Options"), shall automatically become immediately vested and exercisable and each holder of an Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a have the right to acquire shares of Company Common Stock receive from the Surviving Corporation a cash payment (less applicable federal, state and shall be converted automatically into an option to purchase shares of Parent Common Stock local withholding taxes) in an aggregate amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of difference, if any, between the number of shares of Company Common Stock subject to Price Per Share less the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the applicable exercise price per share of Company Common Stock under applicable to such Option for all Company Common Stock subject to the original Option as expressly stated in the applicable Option Plan, stock option divided by the Exchange Ratio, provided that such agreement or other agreement. Options with an exercise price shall equal to or greater than the Price Per Share will be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to cancelled without any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Codeconsideration. The duration Company shall use its reasonable best efforts (including, without limitation, giving requisite notices to holders of Options advising them of such accelerated vesting and rights pursuant to this Section 1.10) to fully advise holders of Options of their rights under this Agreement and the Options, to facilitate their timely exercise of such rights and to effectuate the provisions of this Section 1.10. From and after the Effective Time, other terms than as expressly set forth in this Section 1.10, no holder of the new option an Option shall be the same have any other rights in respect thereof other than to receive payment for his or her Options as the original option except that all references to set forth in this Section 1.10, and the Company shall be deemed take all necessary actions to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") terminate effective as soon as reasonably practicable after of the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules Company's Option Plans, stock option agreements and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionssimilar arrangements.

Options. (a) At the Effective Time, each option granted by the Company 6.1 The Committee is hereby authorized to purchase shares of Company Common Stock under (i) the Company's 1993 grant Incentive Stock Option PlanOptions and Nonstatutory Stock Options to any employee who is an Eligible Person and to grant Nonstatutory Stock Options to any Director, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of that the number of shares Options granted to an Eligible Person during a fiscal year will not exceed the applicable limitations set forth in Article 5 of Company Common Stock subject this Plan when aggregated with other Awards made to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided Eligible Person during that such exercise price shall be rounded down to the nearest whole centfiscal year. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of 6.2 All Options will be evidenced by an Agreement. All Agreements granting Incentive Stock Options will contain a statement that the Code) shall be and Option is intended to be effected an Incentive Stock Option; if no such statement is included in the Agreement, or if the Agreement affirmatively states that the Option is intended to be a manner Nonstatutory Stock Option, the Option shall be a Nonstatutory Stock Option. 6.3 All Agreements shall specify the number of Class A Common Shares or Class B Common Shares to which is consistent it pertains subject to the limitations set forth in Article 5 of this Plan. 6.4 The Option Period will be determined by the Committee and specifically set forth in the Agreement, provided that an Option will not be exercisable after ten years from the Grant Date. 6.5 The Committee will, at or after the Grant Date, determine the methods by which the Option Price of an Option may be paid and the form or forms of payment that may be permitted. 6.6 The Committee may provide in the Agreement evidencing the grant of an Option that the Committee, in its sole discretion, will have the right to substitute an Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, however, that such Appreciation Right will be exercisable with Section 424(arespect to the same number of Shares for which such substituted Option would have been exercisable. 6.7 The Committee may provide in the Agreement evidencing a grant of Options (other than Incentive Stock Options) that the Committee, in its sole discretion, will have the right to provide for the payment of Dividend Equivalents to the Optionee on either a current, deferred, or contingent basis or may provide that such equivalents shall be credited against the Option Price. 6.8 The exercise of an Option shall result in the cancellation on a share-for-share basis of any Related Right authorized under Article 8 of this Plan. 6.9 Except as otherwise determined by the Committee and set forth in an Agreement, if a Director subsequently becomes an employee of the CodeCorporation or a Subsidiary while remaining a member of the Board, any Options held under the Plan by such individual at the time of such commencement of employment shall not be affected thereby. The duration If an employee who is also a Director terminates employment, any Awards granted in connection with such individual’s employment will continue to be governed by and subject to the provisions of the Plan and the Agreement regarding a termination of employment. 6.10 All other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form Options granted under the Securities Act of 1933 (together with Plan will be determined by the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use Committee in its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionssole discretion.

Options. (a) At Blockbuster hereby grants to Viacom International, on the Effective Timeterms and conditions set forth herein, each option granted by a continuing right (the Company "BLOCKBUSTER CLASS B COMMON STOCK OPTION") to purchase shares of Company Common Stock under (i) from Blockbuster, at the Company's 1993 Incentive Stock Option Plantimes set forth herein, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Blockbuster Class B Common Stock as is necessary to be subject allow the Viacom International to maintain the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) Ownership Percentage. The exercise price per share for the shares of Parent Blockbuster Class B Common Stock under purchased pursuant to the new option Blockbuster Class B Common Stock Option shall be equal to the exercise price per share Market Price of Company the Blockbuster Class A Common Stock under as of the original option divided date of first delivery of notice of exercise of the Blockbuster Class B Common Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded down Viacom International to the nearest whole centBlockbuster. (b) The adjustment provided herein provisions of Section 7.01(a) hereof notwithstanding, the Blockbuster Class B Common Stock Option granted pursuant to Section 7.01(a) shall not apply and shall not be exercisable in connection with respect the issuance by Blockbuster of any shares of Blockbuster Common Stock pursuant to any options which are "incentive stock options" (as defined in Section 422 option or other executive or employee benefit or compensation plan maintained by Blockbuster, so long as, from and after the date hereof and prior to the issuance of such shares, Blockbuster or Viacom International has repurchased from shareholders and Blockbuster has not subsequently reissued a number of shares equal or greater to the Code) shall be and is intended number of shares to be effected issued in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parentany such issuance. (c) Parent agrees Blockbuster hereby grants to file with Securities Viacom International, on the terms and Exchange Commission conditions set forth herein, a continuing right (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (NONVOTING STOCK OPTION" and, together with the rules and regulations thereunderBlockbuster Class B Common Stock Option, the "Securities ActOPTIONS") to register Parent Common purchase from Blockbuster, at the times set forth herein, such number of shares of Nonvoting Stock issuable upon as is necessary to allow the Viacom International to own 80 percent of each class of outstanding Nonvoting Stock. The exercise price for the shares of options under Nonvoting Stock purchased pursuant to the Company Nonvoting Stock Option Plans and use its reasonable efforts shall be the price at which such Nonvoting Stock is then being sold to cause such registration statement to remain effective until third parties, or, if no Nonvoting Stock is being sold, the exercise or expiration of such optionsfair market value thereof as determined in good faith by an independent investment advisor.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement Each of the Company Stockholders hereby grants to Sub an irrevocable option (each, a "Purchase Option" and collectively, the "Company Option PlansPurchase Options") to purchase the number of Shares set forth opposite such Stockholder's name on Schedule I hereto together with all of the Shares (including any additional Shares that may be issuable as a result of a "change of control") Beneficially Owned by such Stockholder as a result of the Stockholder's exercise of the Options set forth opposite such Stockholder's name on Schedule II hereto (collectively, with the Shares described on Schedule I, the "Option Shares") at a purchase price per share equal to the Purchase Price. Subject to the last sentence of this Section 3(a), each Purchase Option is currently exercisable in whole but not in part, and shall remain exercisable in whole but not in part until 5:00 p.m. (Dallas, Texas time) on the date which is outstanding and unexercised immediately prior thereto shall cease to represent 120 days after a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided belowTermination Event (the "Option Period"), and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: so long as: (i) The number all waiting periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of shares of Parent Common Stock to be subject to 1976, as amended (the new option shall be equal to "HSR Act"), required for the product purchase by Sub of the number of shares of Company Common Stock subject to the original option Option Shares upon such exercise shall have expired or been waived, and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Purchase Options pursuant to this Agreement. The exercise price per share of Parent Common Stock under the new option Option Period shall be equal extended for the time period that any such preliminary injunction or order shall be in effect that otherwise prohibits the exercise of a Purchase Option. To exercise the Purchase Options, Sub shall send a written notice (the "Notice") to the Stockholders identifying the place and date (not less than one nor more than 20 business days from the date of the Notice) for the closing of such purchase. The Sub shall not exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down Purchase Options prior to the nearest whole centoccurrence of a Termination Event. (b) The adjustment Upon receipt of the Notice to the extent not previously exercised, contemporaneously with the closing of the purchase of the Option Shares, each Stockholder shall exercise in full the Options set forth opposite such Stockholder's name on Schedule II hereto. Subject to Section 2(d), for convenience purposes, in connection with such exercise of the Options, each Stockholder hereby gives the Company irrevocable notice of the exercise of his Options effective contemporaneously with the closing of the purchase of the Option Shares pursuant to the Purchase Option and the Company hereby acknowledges the effectiveness of such exercise. Each Stockholder also hereby irrevocably instructs the Company to issue (and the Company hereby agrees to issue) the Shares issuable upon such exercise in the name of Sub or its permitted assignee (and Sub or its permitted assignee shall be deemed the record owner thereof as of the date of such exercise so long as Sub or its permitted assignee timely tenders payment of the Purchase Price as provided herein with respect herein) and Sub hereby agrees, on behalf of each Stockholder, to pay directly to the Company (by means of wire transfer or official bank check) such amount as may be necessary to fund the payment of the exercise price (without regard to any options which are "incentive stock options" applicable withholding taxes) due and payable to the Company as a result of such exercise (as defined in Section 422 with the aggregate amount of the CodePurchase Price due and payable to each Stockholder (or his designee) being reduced by the amount of any such payment made by Sub on behalf of such Stockholder and with the remaining amount of the Purchase Price otherwise due and payable to each Stockholder being paid directly to such Stockholder, as may be requested by the Company, net of any applicable withholding taxes required to be paid to the Company, by means of wire transfer or official bank check). Such payments to the Company (including such requested withholding taxes) and the Stockholders shall be made contemporaneously with the exercise of the Purchase Options and is intended the delivery of the Option Shares thereunder, provided, that as to be effected in a manner which is consistent with any Stockholder subject to Section 424(a16(a) of the Code. The duration and other terms Exchange Act, payment to such Stockholder of any portion of the new option Purchase Price will be deferred (if necessary to avoid Section 16(b) liability) until the first date such payment can be made without liability to such Stockholder under Section 16(b) of the Exchange Act, but shall be the same paid as the original option except that all references to the Company shall be deemed to be references to Parentsoon as practicable thereafter. (c) Parent agrees In the event that Sub has purchased the Option Shares pursuant to file the Purchase Options, and, within one year after the date of such purchase, the Sub or any affiliate thereof sells, transfers, exchanges or disposes of any of the Option Shares in a transaction with Securities and Exchange Commission a non-affiliate of Sub (the a "SECDisposition") as soon as reasonably practicable then, within two business days after the Effective Time closing of such Disposition, Sub shall tender and pay to each Stockholder, in immediately available funds, their respective pro-rata share (calculated based on the respective amount of the Option Shares purchased from each Stockholder pursuant to the Purchase Options) of 25% of the Net Profit realized by Sub in connection with such Disposition. As used in this Section 3(c), Net Profit shall mean an amount equal to (i) the excess, if any, of the gross amount realized by Sub from a registration statement on Form S-8 Disposition over (ii) the aggregate Purchase Price paid with respect to the Option Shares subject to such Disposition, with such excess being reduced by the sum of (A) all reasonable out-of-pocket fees, costs and expenses incurred by Sub and its affiliates in connection with such Disposition, (including, without limitation, all fees, costs and expenses of counsel) which in no event shall exceed 1% of such Net Profit, and (B) all customary brokerage fees and commissions, if any, incurred in connection with such Disposition. (d) In the event that within the Option Period a Stockholder sells, transfers, exchanges, cancels or disposes of any of his Option Shares or Options in connection with or as a result of an Acquisition Proposal (an "Alternative Disposition") other appropriate form under than pursuant to Section 2 then, within two business days after the Securities Act closing of 1933 such Alternative Disposition, such Stockholder shall tender and pay to Sub, in immediately available funds, its pro-rata share of 75% of the Net Profit realized by such Stockholder in connection with such Alternative Disposition. As used in this Section 3(d), Net Profit shall mean (together i) in the case of outstanding Option Shares, an amount equal to the excess, if any, of (A) the gross amount realized by such Stockholder from an Alternative Disposition of outstanding Option Shares, over (B) the product of (x) the number of such Option Shares subject to such Alternative Disposition, multiplied by (y) the Purchase Price and (ii) in the case of Options, an amount equal to the excess, if any, of (A) the product of (x) the gross underlying per Share price otherwise paid in the Alternative Disposition and used in calculating the amount so realized by such Stockholder with respect to such Options in connection with such Alternative Disposition, multiplied by (y) the number of Option Shares subject to such Options, over (B) the product of (x) the number of Option Shares subject to such Options, multiplied by (y) the Purchase Price, with the rules aggregate of such excesses being reduced by the sum of (1) all reasonable out-of-pocket fees, costs and regulations thereunderexpenses incurred by such Stockholder in connection with such Alternative Disposition, (including, without limitation, all fees, costs and expenses of counsel, but excluding any withholding taxes) which in no event shall exceed 1% of such Net Profit, and (2) all customary brokerage fees and commissions, if any, incurred in connection with such Alternative Disposition. (e) As may be requested by Sub subsequent to a Termination Event but prior to the expiration of the Option Period each Stockholder shall tender his Shares as set forth on Schedule I hereto pursuant to any tender offer being made (at a per Share price greater than the Purchase Price) in connection with an Acquisition Proposal. (f) The Purchase Options shall terminate in full upon the consummation of the transactions (including, the "Securities Act"tendering of all payments to be made thereunder) to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionscontemplated by Section 2.

Options. (a) At A. Subject to the Effective Time, each option granted by the Company to purchase shares provisions of Company Common Stock under (i) the Company's 1993 Incentive Stock Option this Plan, (ii) the Company's 1993 Stock Committee is hereby authorized to grant Options to Employees. B. All Agreements granting Options shall contain a statement that the Option Plan for Non-Employee Directors and (iii) any other is intended to be a nonstatutory stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into not an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (option as defined in Section section 422 of the Code) . C. The Option Period shall be determined by the Committee and is intended to specifically set forth in the Agreement, provided, however, that an Option shall not be effected exercisable before six months from the Date of Grant (except that this limitation need not apply in a manner which is consistent with Section 424(a) the event of the Code. The duration and other terms death of the new option Optionee within the six-month period) and no Option shall be exercisable after ten years after the same as the original option except that all references to the Company shall be deemed to be references to ParentDate of Grant. (c) Parent agrees to file with Securities D. By accepting the grant of an Option under the Plan, each Optionee agrees, for the Optionee and Exchange Commission (his or her successors, that the "SEC") as soon as reasonably practicable after Option may not be exercised at any time that the Effective Time Corporation does not have in effect a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 1933, as amended, relating to the offer of Common Stock to the Optionee under the Plan, unless the Corporation agrees to permit such exercise, and that, upon the issuance of any Shares upon the exercise of the Option, the Optionee will, upon the request of the Corporation, agree in writing that he or she is acquiring such Shares for investment only and not with a view to resale, and that he or she will not sell, pledge or otherwise dispose of such Shares so issued unless and until (together i) the Corporation is furnished with an opinion of counsel to the effect that registration of such Shares pursuant to the Securities Act of 1933, as amended, is not required by that Act and the rules and regulations thereunder; (ii) the staff of the Securities and Exchange Commission has issued a "no-action" letter with respect to such disposition; or (iii) such registration or notification as is, in the "Securities Act") opinion of counsel for the Corporation, required for the lawful disposition of such Shares has been filed by the Corporation and has become effective; provided, however, that the Corporation shall not be obligated to register Parent Common Stock issuable upon exercise file any such registration or notification. The Option shall further agree that the Company may place a legend embodying such restriction on the certificates evidencing such shares. E. All other terms of options Options granted under the Company Option Plans Plan shall be determined by the Committee in its sole discretion, as exercised consistently with the terms of the Plan, and use its reasonable efforts to cause such registration statement to remain effective until specifically set forth in the exercise or expiration Optionee's agreement. Any terms of such optionsOptions determined by the Committee that vary from the express terms set forth in the Plan also shall be specifically set forth in the Optionee's Agreement.

Options. (a) At the Effective Time, each other than with respect to any option granted by the Company to purchase shares of Company Common Stock under granted pursuant to the ESPP, the treatment of which is addressed separately in Section 1.05(c) below, each outstanding Company Stock Option, whether or not then exercisable or vested, shall become fully vested and be cancelled in exchange for the right to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than the earliest of: (i) three Business Days after the Company's 1993 Incentive Stock Option PlanEffective Time, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and end of the year in which the Effective Time occurs, or (iii) any other stock option plan or arrangement the expiration of the original term of such Company (collectivelyStock Option outstanding as of the Effective Time), the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be in cash equal to the product of (A) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the original option and Effective Time, multiplied by (B) the Exchange Ratio; provided that any fractional shares excess, if any, of (x) the sum of the product of the Stock Consideration multiplied by the volume-weighted average price, rounded to the nearest one-tenth of a cent, of Parent Common Stock resulting from such multiplication shall be rounded to as reported by the nearest whole share; and NYSE for the five trading days immediately preceding the Closing Date plus the Cash Consideration over (iiy) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratiosubject to such Company Stock Option, provided that such exercise price shall without interest and less any applicable taxes required to be rounded down to the nearest whole cent. (b) The adjustment provided herein withheld with respect to such payment. As used herein, the term “Company Stock Option” shall mean any options which are "incentive stock options" (as defined in Section 422 outstanding option to purchase shares of Company Common Stock granted under any Stock Plan or otherwise. As of the CodeEffective Time, each Company Stock Option for which the exercise price per share of Company Common Stock exceeds the Merger Consideration (based on a valuation of the Stock Consideration as set forth in clause (x) of Section 1.05(b)) shall be canceled and is intended have no further effect, with no right to be effected in a manner which is consistent with Section 424(a) receive any consideration therefor. As of the Code. The duration Effective Time, all other Company Stock Options shall no longer be outstanding and other terms of shall automatically cease to exist and shall become only the new right to receive the option shall be consideration described in this Section 1.05(b), and, without limiting the same as the original option except that all references to foregoing, the Company Board or the appropriate committee thereof shall be deemed take all necessary action to be references to Parenteffect such cancellation. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock options under (i) the Company's 1993 Incentive Amended and Restated 1994 Stock Option Plan (the "Assumed Stock Option Plan") to purchase Shares (each, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the a "Company Option PlansOption") ), which is are then outstanding and unexercised immediately prior thereto unexercised, shall cease to represent a right to acquire shares of Company Common Stock Shares and shall be converted automatically into an option options to purchase shares of common stock, par value $.001 per share, of Parent ("Parent Common Stock in an amount and at an exercise price determined as provided belowStock"), and otherwise Parent shall assume each such Company Option subject to the terms of the Company Assumed Stock Option Plans pursuant to which such options have been issued Plan, in each case as heretofore amended or restated, as the case may be, and the agreements evidencing grants thereunder: ; provided, however, that from and after the Effective Time, (i) The the number of shares of Parent Common Stock to be subject to the new option purchasable upon exercise of such Company Option shall be equal to the product of the number of shares of Shares that were purchasable under such Company Common Stock subject Option immediately prior to the original option and Effective Time multiplied by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Ratio (as hereinafter defined), and rounding to the nearest whole share; and , and (ii) The the per share exercise price under each such Company Option shall be adjusted by dividing the per share of Parent Common Stock under the new option shall be equal to the exercise price per share of each such Company Common Stock under the original option divided Option by the Exchange Ratio, provided that such and rounding down to the nearest cent. The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Option which is intended to be an "incentive stock option": (as defined in Section 422 of the Internal Revenue Code of 1986, as amended, (the "Code")) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and the per share exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to ParentExchange Ratio is 0.197656. ARTICLE III CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION; OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION 3.1. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company all employee and director stock options to purchase shares of Company KSB Common Stock under (i) the Company's 1993 Incentive each, a KSB Stock Option Plan), (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is are then outstanding and unexercised immediately prior thereto unexercised, shall cease to represent a right to acquire shares of Company KSB Common Stock Stock, and shall be converted automatically into an option options to purchase shares of Parent Camden Common Stock in an amount and at an exercise price determined as provided belowStock, and otherwise Camden shall assume each such KSB Stock Option subject to the terms of any of the Company stock option plans listed under Stock Plans in Section 3.7 of KSB s Disclosure Schedule (collectively, the KSB Stock Option Plans pursuant to which such options have been issued ), and the agreements evidencing grants thereunder: ; provided, however, that from and after the Effective Time, (i) The the number of shares of Parent Camden Common Stock to be subject to the new option purchasable upon exercise of any such KSB Stock Option shall be equal to the product of the number of shares of Company KSB Common Stock subject that were purchasable under such KSB Stock Option immediately prior to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided Effective Time multiplied by the Exchange Ratio, provided that such exercise price shall be rounded down rounding to the nearest whole share (with .5 being rounded up), and (ii) the per share exercise price under each such KSB Stock Option shall be adjusted by dividing the per share exercise price of each such KSB Stock Option by the Exchange Ratio, rounding to the nearest cent. (b) . The terms of each KSB Stock Option shall, in accordance with its terms, be subject to further adjustment provided herein as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to any options Camden Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, the number of shares and the per share exercise price of each KSB Stock Option which are "is intended to be an incentive stock options" option (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) of the Code. The duration and other terms of the new option Accordingly, with respect to any incentive stock options, fractional shares shall be the same as the original option except that all references rounded down to the Company nearest whole number of shares and where necessary the per share exercise price shall be deemed rounded up to be references to Parentthe nearest cent. (cb) Parent agrees At or prior to file with Securities and Exchange Commission (the "SEC") Effective Time, Camden shall reserve for issuance the number of shares of Camden Common Stock necessary to satisfy Camden s obligations under Section 3.7(a). At the Effective Time, or as soon as reasonably practicable after thereafter, and in any event within fifteen business days thereafter, Camden shall file with the Effective Time SEC a registration statement on Form S-8 or other appropriate form under the Securities Act with respect to the shares of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Camden Common Stock issuable upon exercise of subject to options under the Company Option Plans to acquire Camden Common Stock issued pursuant to Section 3.7(a) hereof, and shall use its reasonable best efforts to cause maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or blue sky laws, for so long as such registration statement to options remain effective until the exercise or expiration of such optionsoutstanding.

Options. (a) At The Company shall cause all outstanding Options to be canceled as of immediately prior to the Effective Time, at which time each option granted by holder of a Vested Option (an “Optionholder”) shall, contingent upon the Company Closing, become entitled to purchase shares receive from Parent or the Surviving Corporation (in lieu of Company Common Stock under (i) receiving any stock of the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: in cash (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded adjusted down to the nearest whole cent. ) equal to the product of (bi) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 the excess, if any, of the CodeCommon Share Price over the applicable exercise price per share of such Vested Option, multiplied by (ii) the number of shares of Common Stock such Optionholder could have purchased if such Optionholder had exercised such Vested Option in full immediately prior to such time, less applicable Taxes withheld (it being understood that the portion paid at Closing will be based on the Estimated Common Share price). Parent shall be and is intended cause the Surviving Corporation to be effected in a manner which is consistent with make timely payment to the appropriate taxing authority or authorities of any amounts withheld from payment to the Optionholders under this Section 424(a) of the Code3.1(c). The duration and other terms of the new option shall be the same aggregate consideration to which Optionholders become entitled pursuant to this Section 3.1(c) is collectively referred to herein as the original option except that all references to the Company shall be deemed to be references to Parent“Option Merger Consideration. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as ” As soon as reasonably practicable after following the date of this Agreement, the Company shall deliver a notice to each of the Optionholders substantially in the form attached hereto as Exhibit G (the “Optionholder Notice”). Prior to the Effective Time a registration statement on Form S-8 Time, the Company shall adopt board (or other appropriate form committee) resolutions resolving that, as of immediately prior to the Effective Time, (a) no Person shall have any right under the Securities Act of 1933 (together with the rules and regulations thereunderOptions, the "Securities Act"▇▇▇ Technology Holdings, Inc. 2010 Equity Incentive Plan (the “Equity Plan”) or any other plan, program, agreement or arrangement with respect to register Parent Common Stock issuable upon exercise equity securities of options the Surviving Corporation or any direct or indirect Subsidiary thereof, except the right to receive the amounts payable under this Section 3.1(c), if any, (b) the Company Equity Plan terminates and (c) each Option Plans and use its reasonable efforts to cause such registration statement to remain effective until (i) for which the exercise or expiration price of such optionsOption is greater than or equal to the Estimated Common Share Price or (ii) is an Unvested Option, in each case is terminated for no consideration.

Options. (a) At Effective immediately prior to the Effective Time, each option granted by the Company has entered into letter agreements with each of the holders (the “Option Holders”) of outstanding options of the Company (the “Options”) granted pursuant to purchase shares of Company Common Stock under the Pre-Amendment Option Plan (the Options granted pursuant to the Pre-Amendment Option Plan, the “Pre-Amendment Plan Options”) in the form attached hereto as Exhibit K (the “Option Letter Agreements”), pursuant to which each Pre-Amendment Plan Option (i) that would not otherwise be vested and exercisable immediately prior to the Company's 1993 Incentive Stock Effective Time will become fully vested and exercisable immediately prior to the Effective Time and (ii) will be converted at the Effective Time solely into the right to receive a portion of the Merger Consideration as set forth below. By virtue of the foregoing, the Pre-Amendment Plan Options held by each Option PlanHolder shall be converted at the Closing into the right to receive cash in the amount set forth opposite such Option Holder’s name on Annex F (the “Pre-Amendment Plan Option Payments”) (it being acknowledged that, as set forth in the Option Letter Agreements, (i) no portion of any such Pre-Amendment Plan Option Payment will be included in the Escrowed Cash, and (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) Holders will not be entitled to receive any other stock option plan or arrangement portion of any Final Adjustment Amount payable by the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans Emdeon Entities pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centSection 2.3 hereof). (b) The adjustment provided herein with respect Effective immediately prior to any options which are "incentive stock options" Effective Time, the Board of Managers has approved a resolution providing that all Options granted pursuant to the Current Option Plan (as defined the Options granted pursuant to the Current Option Plan, the “Current Plan Options”) will be settled and cancelled solely in Section 422 exchange for the right to receive a portion of the Code) Merger Consideration as set forth below. By virtue of the foregoing, the Current Plan Options held by each Option Holder shall be and is intended converted at the Closing into the right to be effected receive cash in a manner which is consistent the amount set forth opposite such Option Holder’s name on Annex F (the “Current Plan Option Payment”; together with Section 424(athe Pre-Amendment Plan Option Payments, the “Option Payments”) (it being acknowledged that (i) no portion of the CodeCurrent Plan Option Payments will be included in the Escrowed Cash, and (ii) the Option Holders will not be entitled to receive any portion of any Final Adjustment Amount payable by the Emdeon Entities pursuant to Section 2.3 hereof). The duration Immediately following the Closing, the Surviving Entity and other terms the Members’ Representative will cooperate to deliver to each of the new option shall be holders of the same as Current Plan Options (a) the original option except that all references letter in the form of Exhibit L attached hereto notifying such holders of the settlement and cancellation of such Current Plan Options in accordance with this Section 2.6(b), and (b) along with the letter, the Current Plan Option Payment payable by the Members’ Representative to the Company shall be deemed such holder pursuant to be references to ParentSection 2.6(c) below. (c) Parent agrees The Option Payments will comprise a portion of the Base Cash Consideration payable by the Emdeon Entities by wire transfer of immediately available funds at Closing to file the Members’ Representative (and the Members’ Representative will distribute such Option Payments to the Option Holders in accordance with Securities and Exchange Commission Annex F); provided, however, that (i) the "SEC") as soon as reasonably practicable after Option Payments otherwise payable by the Effective Time a registration statement on Form S-8 Emdeon Entities to the Members’ Representative shall be subject to reduction for the amount of federal, state or other appropriate form under Taxes that the Securities Act Emdeon Entities, the Company or the Surviving Entity are required to withhold with respect to such payments as reflected in the Funds Flow Statement, and (ii) the Members’ Representative will distribute the Option Payments in respect of 1933 (together the Current Plan Options in accordance with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise last sentence of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsSection 2.6(b).

Options. (a) At For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s Amended and Restated Stock Option Plan for Directors, Amended and Restated 1995 Stock Option Plan, 1997 European Stock Option Plan (Dutch, U.K. and French Sub-Plan Versions), 1998 Stock Option Plan, 1998 Singapore Stock Option Plan, Australian Stock Option Plan, German Stock Option Plan or Argentinean Stock Option Plan, as amended) (collectively, the “Stock Plans”). (b) The Company shall take all actions necessary so that (i) immediately prior to the Effective Time, each option granted outstanding Option that has a per-share exercise price less than the Merger Consideration (the “Cash-Pay Options”) shall become immediately vested and exercisable in full and (ii) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of a Cash-Pay Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Cash-Pay Option as promptly as practicable following the Effective Time, but in no event later than 10 business days after the Effective Time, a cash payment from the Surviving Corporation, subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Cash-Pay Option and (ii) the Merger Consideration per Common Share less the applicable exercise price per Common Share otherwise issuable upon exercise of such Cash-Pay Option (the “Cash-Pay Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. The Company Board will fully accelerate the vesting schedule of the Options issued under the Stock Plans. (c) Following the Effective Time and as a prerequisite to receiving their Cash-Pay Option Consideration, each holder of an Option whose exercise price is less than the Merger Consideration per Common Share shall be required to execute a written acknowledgment to the effect that (i) the payment of the Cash-Pay Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Cash-Pay Option Consideration, if any, such Option held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be in a form to be agreed upon by the parties hereto. (d) Between the date of this Agreement and the Effective Time, the Company shall take all necessary action to provide that the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”) and all options or other rights to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and the Effective Time granted under the ESPP shall be converted automatically into an option terminated immediately prior to purchase shares of Parent Common Stock the Effective Time. The Company shall refund the payroll deductions credited to each participant’s account under the ESPP, without interest, in an amount and at an exercise price determined as provided below, and otherwise subject to accordance with the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centESPP. (be) The adjustment provided herein with respect Prior to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to Effective Time, the Company shall be deemed take all actions that are necessary to be references give effect to Parentthe transactions contemplated by this Section 2.02. (cf) Parent agrees Except as otherwise provided herein or agreed to file with Securities in writing by Merger Sub and Exchange Commission (the "SEC") Company or as soon as reasonably practicable after may be necessary to administer Options remaining outstanding following the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunderTime, the "Securities Act") ESPP shall terminate effective as of the date hereof and no participant in the ESPP shall thereafter be granted any rights thereunder to register acquire any equity securities of the Company, the Surviving Corporation, Parent Common Stock issuable upon exercise or any subsidiary of options under any of the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsforegoing.

Options. Concurrently and as of even date herewith, the Company shall grant to the Executive options or warrants (a“Options”) At covering 200,000 shares (the “Option Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”). The Options shall vest in equal monthly installments over a one-year period commencing on the Effective TimeDate (e.g., each option granted by first monthly vesting will occur on August 30, 2003), subject to the Company Executive continuing to purchase shares of Company Common Stock under (i) be employed hereunder at the Company's 1993 Incentive Stock Option Plantime specified for vesting, (ii) shall be exercisable to the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock extent then vested and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and exercisable at an exercise price determined as provided below, and otherwise subject to the terms of the Company (“Exercise Price”) per Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be Share equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise closing price per share of Parent Common Stock under on the new option OTCBB exchange on the date which Executive commences his employment, and shall be equal expire to the exercise price per share extent not theretofore exercised upon the earliest to occur of Company Common Stock under (a) the original option divided by fourth anniversary of the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. Effective Date; (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 90 days following the date of termination of the CodeExecutive’s employment for any reason other than those set forth below in this Section 5.3(c) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. hereof; or (c) Parent agrees immediately in the event of any termination by the Company of the Executive’s employment pursuant to file with Securities Section 8.1 or Section 8.3 hereof. The number of Option Shares and Exchange Commission the Exercise Price thereof shall be subject to equitable and proportionate adjustment as determined by the Board from time to time to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events of dilution. The Options will not be exercisable by the Executive unless or except to the extent that (a) the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form underlying Option Shares are registered under the Securities Act of 1933 1933, as amended, and registered or qualified under applicable state securities laws (together with the rules and regulations thereundercollectively, the "“Securities Act"Laws”), or (b) in the reasonable opinion of counsel to register Parent Common Stock issuable upon the Company, exemptions from the registration and qualification provisions of such Securities Laws are applicable to the transaction. The Options will also contain such investment representations by the Executive as may reasonably be requested by the Company’s counsel to insure compliance with applicable Securities Laws. The Options shall be issued pursuant to a stock option plan or stock option agreement approved by the Board of Directors of the Company and will be contained in a separate document in customary form dated as of the Effective Date and executed by the Company and the Executive on the date hereof or promptly thereafter; and, pending such execution, this Section 5.3 shall be deemed to constitute the grant of and contain the terms of the Options. The grant and exercise of options under such Options shall be subject to the Company Option Plans Company’s completion of any and use its reasonable efforts to cause such registration statement to remain effective until the exercise all required or expiration of such optionsnecessary state or federal securities filings and/or disclosure documents.

Options. (a) At the Effective Time, each option granted by the Subject Company to purchase shares of Subject Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the each a "Subject Company (collectively, the "Company Option PlansOption") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Subject Company 1995 Performance Stock Plan, the Subject Company 1991 Performance Stock Plan (as amended), the Subject Company 1988 Performance Stock Plan (as amended), the Subject Company 1983 Performance Stock Plan (as amended), the Subject Company Performance Stock Plan of 1980 (as amended and restated) and the Subject Company 1991 Director Option Plans pursuant to which such options have been issued Plan (as amended and restated), as the case may be (collectively, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder:, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the approval of the Merger Agreement and the Merger by the stockholders of Subject Company as and to the extent required by such plans and agreements): (i1) The the number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Subject Company Common Stock subject to the original option and the Common Exchange Ratio; , provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii2) The the exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Subject Company Common Stock under the original option divided by the Common Exchange Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the CodeCode and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the new option shall be the same as the original option (subject to Section 6.7(b) hereof) except that all references to the Subject Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective TimeExcept as may otherwise be agreed upon between a holder of Company Stock Options and Parent, each option granted by the to a Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right employee to acquire shares of Company Common Stock ("Company Stock Option") that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall, effective as of the Effective Time, become and shall be converted automatically into represent an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to acquire the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject (a "Substitute Option"), rounded up or down to the new option shall be equal to the product of nearest whole share, determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the original option and Effective Time by (ii) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The , at an exercise price per share of Parent Common Stock under (increased to the new option shall be nearest whole cent) equal to the exercise price per share of such Company Common Stock under the original option Option divided by the Exchange Ratio; provided, provided however, that such exercise price shall be rounded down in the case of any Company Stock Option to which Section 421 of the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "Code applies by reason of its qualification as an incentive stock options" (as defined in option under Section 422 of the Code) , the conversion formula shall be and is intended adjusted if necessary to be effected in a manner which is consistent comply with Section 424(a) of the Code. The duration ; and other terms of provided, further, that the new option conversion formula shall be further adjusted as provided in Section 2.3(d). After the Effective Time, except as provided in this Section 2.3, each Substitute Option shall be exercisable upon the same terms and conditions as were applicable to the original option except that all references related Company Stock Option immediately prior to the Effective Time. (b) Prior to the Effective Time, the Company shall be deemed (i) obtain any consents from holders of Company Stock Options and (ii) amend the terms of its equity incentive plans or arrangements, in each case to be references the extent, if any, necessary to Parentgive effect to the provisions of Section 2.3(a). (c) As soon as reasonably practicable after the Effective Time, Parent agrees to shall (i) file with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other another appropriate form under with respect to the Securities Act shares of 1933 Parent Common Stock subject to such options, (together ii) as soon as reasonably practicable, prepare and file with the rules and regulations thereunder, Nasdaq listing applications covering the "Securities Act") to register shares of Parent Common Stock issuable upon the exercise of options under the Company Option Plans Substitute Options and use its all reasonable efforts to cause such registration statement to remain effective until obtain approval for the exercise or expiration listing of such optionsshares of Parent Common Stock, subject only to official notice of issuance and (iii) amend the terms of its equity incentive plans or arrangements, in each case to the extent, if any, necessary to give effect to the provisions of Section 2.3(a). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Substitute Options. (d) In the event that any Franchise Amount becomes due in accordance with the provisions of Section 2.6, the conversion formula applicable to each Substitute Option shall be adjusted by recalculating such formula in accordance with clauses (i) and (ii) of Section 2.3(a) as if the Exchange Ratio had been determined at the Effective Time to include the value of the Franchise Amount that is actually due in accordance with Section 2.6. (e) On any date on which either (i) a Contingent Deferred Payment is paid or (ii) the Escrow Agent releases any portion of the Escrow Account (as it may be increased) to Parent in respect of any Indemnified Losses, the conversion formula applicable to each Substitute Option shall be adjusted by recalculating such formula in accordance with clauses (i) and (ii) of Section 2.3(a) hereof as if the Exchange Ratio had been determined at the Effective Time to include the value of any Contingent Deferred Payment that is actually paid in accordance with Section 2.5 and to exclude the value of any portion of the Escrow Account that is released to Parent in respect of any Indemnified Losses.

Options. (a) At The Lessee has the Effective Timeoption to make advance rental payments for deposit in the Redemption Account of the Bond Fund to effect the retirement of the Bonds in whole or the redemption in whole or in part of the Bonds, each all in accordance with the terms of the Indenture; provided, however, that no partial redemption of the Bonds may be effected through advance rental payments hereunder if there shall exist and be continuing an Event of Default. The Lessee shall exercise its option granted to make such advance rental payments by delivering a written notice of an Authorized Representative of the Company Lessee to purchase shares the Trustee in accordance with the Indenture, with a copy to the Agency, at least twenty (20) days prior to the date upon which the Trustee is to mail notice of Company Common Stock under redemption to Bondholders, setting forth (i) the Company's 1993 Incentive Stock Option Planamount of the advance rental payment, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors principal amount of Bonds Outstanding requested to be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such amount as shall be permitted in the Indenture), and (iii) any other stock option plan the date on which such principal amount of Bonds are to be redeemed. Such advance rental payment shall be paid to the Trustee in legal tender on or arrangement of before the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock redemption date and shall be converted automatically into an amount which, when added to the amount on deposit in the Bond Fund and available therefor, will be sufficient to pay the Redemption Price of the Bonds to be redeemed, together with interest to accrue to the date of redemption and all expenses of the Agency, the Bond Registrar, the Trustee and the Paying Agents in connection with such redemption. In the event the Bonds are to be redeemed in whole or otherwise retired, the Lessee shall further pay on or before such redemption date, in legal tender, to the Agency, the Trustee, the Bond Registrar and the Paying Agents, as the case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement or the Indenture together with (i) all other amounts due and payable under this Agreement and the other Security Documents, and (ii) any amounts required to be rebated to the Federal government pursuant to the Indenture or the Tax Certificate. (b) The Lessee shall have the option to purchase shares of Parent Common Stock terminate the Agency's leasehold interest in an amount the Facility commencing on that date upon which the Bonds may first optionally be redeemed in whole and at an exercise price determined on any date thereafter permitted therefor as provided below, and otherwise subject in the Indenture. (c) The Lessee shall also have the option to terminate the terms Agency's leasehold interest in the Facility on any date during the term of this Agreement within ninety (90) days of the Company Option Plans pursuant to which such options have been issued and occurrence of any of the agreements evidencing grants thereunderfollowing events: (i) The number Facility shall have been damaged or destroyed to such extent that as evidenced by a certificate of shares an Independent Engineer filed with the Agency and the Trustee (A) the Facility cannot be reasonably restored within a period of Parent Common Stock one year from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, (B) the Lessee is thereby prevented or likely to be subject prevented from carrying on its normal operation of the Facility for a period of one year from the date of such damage or destruction, or (C) the restoration cost of the Facility would exceed the total amount of all insurance proceeds, including any deductible amount, in respect of such damage or destruction; or (ii) Title to, or the temporary use of, all or substantially all of the Facility shall have been taken or condemned by a competent authority which taking or condemnation results, or is likely to result, in the Lessee being thereby prevented or likely to be prevented from carrying on its normal operation of the Facility for a period of one year from the date of such taking or condemnation, as evidenced by a certificate of an Independent Engineer filed with the Agency and the Trustee; or (iii) As a result of changes in the Constitution of the United States of America or of the State or of legislative or executive action of the State or any political subdivision thereof or of the United States of America or by final decree or judgment of any court after the contest thereof by the Lessee, this Agreement becomes void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein or unreasonable burdens or excessive liabilities are imposed upon the Lessee by reason of the operation of the Facility. (d) The Lessee, in terminating the Agency's leasehold interest in the Facility pursuant to Section 8.1(c) hereof, shall file with the Agency and the Trustee the certificate prescribed by Section 8.1(c) (i) or (ii) hereof together with a certificate of an Authorized Representative of the Lessee stating that, as a result of the occurrence of the event giving rise to the new exercise of such option to terminate the Agency's leasehold interest in the Facility, the Lessee has discontinued, or at the earliest practicable date will discontinue, the operation of the Facility for its intended purposes, and in the case of Section 8.1(b) or 8.1(c) hereof, the Lessee shall be pay to the Trustee as the purchase price, in legal tender, advance rental payments, for deposit in the Bond Fund (if payment in full of the principal of or the Redemption Price, if any, as the case may be, of, and interest on, all the Outstanding Bonds, and the interest thereon at maturity or upon earlier redemption has not yet been made) equal to the product sum of the number of shares of Company Common Stock subject following: (i) an amount which, when added to the original option amount on deposit in the Bond Fund and available therefor, will be sufficient to pay, retire and redeem the Outstanding Bonds in accordance with the provisions of the Indenture, including, without limitation, the principal of or the Redemption Price (as the case may be) of, together with interest to maturity or redemption date (as the case may be) on, the Outstanding Bonds; (ii) expenses of redemption, the fees and expenses of the Agency, the Trustee, the Bond Registrar and the Exchange Ratio; provided that Paying Agents and all other amounts due and payable under this Agreement and the Indenture; (iii) any fractional shares of Parent Common Stock resulting from such multiplication shall amounts required to be rounded rebated to the nearest whole shareFederal government pursuant to the Indenture or the Tax Certificate; and (iiiv) The one dollar. (e) Upon the payment in full of the principal of and interest on the Outstanding Bonds (whether at maturity or earlier redemption), the Lessee shall have the option to terminate the Agency's leasehold interest in the Facility and shall exercise price per share such option by (1) delivering to the Agency prior written notice of Parent Common Stock under an Authorized Representative of the new Lessee no more than thirty (30) days after the payment in full of the Bonds of the exercise of such option to purchase, which notice shall set forth a requested closing date for the purchase of the Facility which shall be not later than sixty (60) days after the payment in full of the Bonds, and (2) paying on such closing date a purchase price equal to the exercise price per share sum of Company Common Stock one dollar, the fees and expenses of the Agency, the Trustee, the Bond Registrar and the Paying Agents and all other amounts due and payable under this Agreement or the original option divided by the Exchange RatioIndenture, provided that such exercise price shall together with any amounts required to be rounded down rebated to the nearest whole centFederal government pursuant to the Indenture or the Tax Certificate. Upon the written request of the Lessee, the Agency may approve the extension or waiver of any of the time periods set forth in this paragraph. (bf) The adjustment provided herein with respect Lessee shall not, at any time, assign or transfer its option to any options which are "incentive stock options" (purchase the Facility as defined contained in this Section 422 8.1 separate and apart from a permitted assignment of this Agreement pursuant to Section 9.3 hereof without the prior written consent of the Code) shall be Agency and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to ParentTrustee. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Jefferson Common Stock in an amount and at an exercise price determined as provided belowunder the Jefferson 1995 Long Term Incentive Stock Plan (each, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common a "Jefferson Stock to be subject to the new option Option"), whether vested or unvested, shall be equal converted into an option to acquire, on the product of same terms and conditions as were applicable under such Jefferson Stock Option, the number of shares of Company Wachovia Common Stock equal to (a) the number of shares of Jefferson Common Stock subject to the original option and Jefferson Stock Option, multiplied by (b) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from Ratio (such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be product rounded down to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded up to the nearest whole cent. ) equal to (by) The adjustment provided herein the aggregate exercise price for the shares of Jefferson Common Stock which were purchasable pursuant to such Jefferson Stock Option divided by (z) the number of full shares of Wachovia Common Stock subject to such Replacement Option in accordance with respect the foregoing. Notwithstanding the foregoing, each Jefferson Stock Option which is intended to any options which are be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms At or prior to the Effective Time, Jefferson shall take all action necessary including obtaining any necessary consents from Optionees, to permit the replacement of the new option outstanding Jefferson Stock Options by Wachovia pursuant to this Section and to permit Wachovia to assume (to the extent described below) the Jefferson 1995 Long Term Incentive Stock Plan. Jefferson shall further take all action necessary to amend the Jefferson 1995 Long Term Incentive Stock Plan to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, Wachovia shall assume the Jefferson 1995 Long Term Incentive Stock Plan; provided, that such assumption shall be only in respect of the same as the original option except Replacement Options and that all references Wachovia shall have no obligation with respect to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form any awards under the Securities Act of 1933 (together with Jefferson 1995 Long Term Incentive Stock Plan other than the rules Replacement Options and regulations thereunder, the "Securities Act") shall have no obligation to register Parent Common Stock issuable upon exercise of options make any additional grants or awards under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsassumed plans.

Options. (a) At the Effective Time, each option granted by the Company With respect to all outstanding options to purchase shares of Company Common Stock Shares (the "COMPANY OPTIONS") granted under (i) the Company's 1993 1992 Incentive and Non-qualified Stock Option Plan, (ii) the Company's 1993 as amended, 1992 Directors' Stock Option Plan for Non-Employee Directors Plan, as amended, and (iii) any other stock option plan or arrangement of the Company 2004 Stock Option Plan, as amended (collectively, the "Company Option PlansCOMPANY OPTION PLANS") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and or otherwise, whether or not then vested, at an exercise price determined as provided belowthe Effective Time, and otherwise subject to the terms and conditions set forth below in this Section 1.6(a), each holder of the a Company Option Plans pursuant will be entitled to which such options have been issued receive from the Company, and shall receive, in settlement of each Company Option a cash amount (the agreements evidencing grants thereunder: "CASH AMOUNT") equal to the net amount of (A) the product of (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product excess, if any, of the number sum of shares of Company Common Stock subject to the original option and Merger Consideration plus the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to Distribution Consideration less the exercise price per share of such Company Common Stock Option at the Effective Time, multiplied by (ii) the number of shares subject to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the sum of the Merger Consideration plus the Distribution Consideration, the Cash Amount therefor shall be zero and such Company Option shall be cancelled and all of such holder's rights under such Company Options shall terminate at the original option divided by Effective Time. Notwithstanding the foregoing, (i) payment of the Cash Amount is subject to written acknowledgement, in a form reasonably acceptable to the Surviving Corporation, that no further payment is due to such holder on account of any Company Option and all of such holder's rights under such Company Options have terminated and (ii) with respect to any person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), any Cash Amount to be paid to such person in accordance with this Section 1.6(a) shall be paid as soon as practicable after the payment can be made without liability to such person under Section 16(b) of the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centAct. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 As of the Code) shall be Effective Time, except as provided in this Section 1.6, all rights under any Company Option and is intended to be effected in a manner which is consistent with Section 424(a) any provision of the Code. The duration Company Option Plans and any other terms plan, program or arrangement providing for the issuance or grant of any other interest in respect of the new option shall be the same as the original option except that all references to securities of the Company shall be deemed cancelled. The Company shall ensure that, as of and after the Effective Time, except as provided in this Section 1.6, no person shall have any right (including, without limitation, any right to be references acquire any securities of the Company or any of its subsidiaries) under the Company Option Plans or any other plan, program or arrangement with respect to Parentsecurities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after At or before the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunderTime, the "Securities Act") Company shall cause to register Parent Common Stock issuable upon exercise of options be effected any necessary amendments to the Company Option Plans and any other resolutions, consents or notices, in form and substance reasonably acceptable to Purchaser, required under the Company Option Plans or any Company Options to give effect to the foregoing provisions of this Section 1.6. (d) The Company and use its reasonable efforts the Purchaser agree that it is their intent to, and that they will, report all income tax deductions resulting from the payment of the Cash Amount in the portion of the Company's taxable year prior to cause such registration statement to remain effective until the exercise or expiration of such optionsEffective Time.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement Effective as of the Company (collectivelyStart Date, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease grant to represent a right to acquire shares of Company Common Stock and shall be converted automatically into the Executive an option to purchase 125,000 shares of Parent Common Stock in an amount and the Company’s common stock at an exercise price determined as provided below$27.65 per share, and otherwise subject as of the earlier of May 1, 2012 and the initial public offering of the Company’s common stock (provided that the Executive is still employed by the Company as of the applicable date), the Company shall grant to the terms Executive an option to purchase an additional 125,000 shares of the Company Option Plans pursuant Company’s common stock at a purchase price equal to which such options have been issued and the agreements evidencing grants thereunder: then current fair market value of the Company’s common stock or the initial public offering price (i) the “Stock Options”). The number of shares of Parent Common Stock to Options will be subject to the new option shall adjustment provisions set forth in the Company’s Long-Term Incentive Plan (the “Plan”). The Executive may, with the consent of the Company, such consent not to be equal unreasonably withheld, assign the Stock Options for bona fide planning purposes to members of his immediate family, or to a trustee or trustees of a trust whose vested beneficiaries then include the Executive and/or any of the Executive’s immediate family, if (A) the persons who would control the Stock Options and the proposed arrangements for the control of the Stock Options are reasonably satisfactory to the product Company, including, without limitation, that any Stock Options will remain subject to all of the number forfeiture and transfer restrictions and conditions set forth in the applicable Stock Option Award Agreement and in the Plan, (B) the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities, blue sky or other laws are met, and the Executive and the transferee acknowledge that (x) the Executive remains responsible for any tax liabilities associated with the exercise of the Stock Options and (y) the Company will not take on any role or liability whatsoever with respect to any transferee other than the obligation to deliver shares of Company Common the Company’s common stock under the applicable Stock subject to Option Award Agreement as if the original option and Stock Options were still held by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; andExecutive. (ii) The exercise price per share Stock Options shall vest in three equal annual installments on the first, second and third anniversaries of Parent Common the applicable grant date (each, a “Vesting Date”), provided in each case that the Executive is employed by the Company on the applicable Vesting Date. The Stock under Options shall have a ten-year term (subject to earlier termination upon termination of employment as described herein and in the new applicable option agreement) and shall be equal subject to the exercise price per share terms and conditions of Company Common Stock under the original Company’s Long-Term Incentive Plan and option divided by the Exchange Ratioagreements, provided that such exercise price all of which shall be rounded down to consistent with the nearest whole cent. (b) Executive’s rights set forth in this Section 3(c). The adjustment provided herein with respect to any options which are "incentive Executive may receive additional stock options" (as defined option or other equity compensation grants in Section 422 the future in the sole discretion of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to ParentCompany’s Compensation Committee. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. In accordance with the terms of the Company’s 2001 Stock Incentive Plan (aas amended prior to the date hereof, the “Company’s Stock Option Plan”), (i) At prior to the Effective Time the Company will elect to cause all of the options granted under the Company’s Stock Option Plan that are outstanding (each an “Option” and collectively, the “Options,” and together with the Common Stock sometimes referred to in this Agreement as the “Company Securities”) and unvested to become fully vested immediately prior to the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company shall cause all of the Options that are outstanding immediately prior to the Effective Time to be canceled immediately prior to the Effective Time and shall terminate the Company's 1993 ’s Stock Option Plan for Non-Employee Directors as of the Effective Time, and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms transfers and reductions provided for in Section 2.6, each holder of Options (each an “Optionholder” and collectively the “Optionholders” and together with the Company Stockholders, sometimes referred to in this Agreement as the “Securityholders”) shall be entitled to receive from the Company out of the Company Option Plans pursuant to which such options have been issued and Payment Fund paid by the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject Acquiror to the new option shall be equal to Paying Agent for the product benefit of the Securityholders in accordance with Section 2.6(f), in consideration for such cancellation, the Option Price multiplied by the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options the Options held by such Optionholder, minus the aggregate exercise price for the Common Stock issuable upon exercise of the Options held by such Optionholder. The holder of record of each Option, the number of shares of Common Stock for which the Options held by such holder are exercisable, and the exercise price thereof, in each case as of the date hereof, is set forth on Schedule 2.3. Any and all amounts payable to or for the benefit of Optionholders pursuant to this Section 2.3 and Section 2.6 shall be subject to the Company’s withholding from such amount any and all applicable withholding Tax, as determined in good faith by the Company. The Company and Acquiror shall take or cause to be taken all action necessary so that on and after the Effective Time no Person shall have any option to purchase shares of Common Stock or any other equity interest in the Company pursuant to Options outstanding under the Company’s Stock Option Plan. Effective on or prior to the Effective Time, the Company Option Plans will terminate (A) the provisions of all other plans, programs, or arrangements of the Company pursuant to which any Person shall have any right to acquire or participate in changes in value of equity securities of the Company and use its reasonable efforts to cause (B) all such registration statement to remain effective until the exercise or expiration of such optionsrights.

Options. (aA) At From and after the Effective Time, each option granted by the Company all employee and director stock options to purchase shares of Company Common Stock under (each, a "Company Option"), which are then outstanding and unexercised, shall, without any further action on the part of the holders thereof, be converted into and become options to purchase shares of First Union Common Stock, and First Union shall assume each such Company Option in accordance with the terms of the applicable Previously Disclosed Compensation and Benefit Plans (as hereinafter defined) and related agreements by which it is evidenced, including but not limited to the accelerated vesting of such Company Options which shall occur in connection with and by virtue of the Merger as and to the extent required by such Previously Disclosed Compensation and Benefit Plans; provided, however, that from and after the Effective Time -------- ------- (i) the Company's 1993 Incentive Stock each such Company Option Planassumed by First Union may be exercised solely to purchase shares of First Union Common Stock, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent First Union Common Stock to be subject to the new option purchasable upon exercise of such Company Option shall be equal to the product of the number of shares of Company Common Stock subject that were purchasable under such Company Option immediately prior to the original option and Effective Time multiplied by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Ratio and rounding to the nearest whole share; and , and (iiiii) The the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of Parent Common Stock under the new option shall be equal each such Company Option immediately prior to the exercise price per share of Company Common Stock under the original option divided Effective Time by the Exchange Ratio, provided that such exercise price shall be rounded down and rounding to the nearest whole cent. (b) . The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment provided herein as appropriate to reflect any stock split, stock dividend, recapitalization, merger, reorganization or other similar transaction with respect to any options First Union Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, the number of shares and the per share exercise price of each Company Option which are is intended to be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms of the new option Accordingly, with respect to any incentive stock options, fractional shares shall be the same as the original option except that all references rounded down to the Company nearest whole number of shares and where necessary the per share exercise price shall be deemed rounded up to be references to Parentthe nearest cent. (cB) Parent agrees Prior to the Effective Time, First Union shall reserve for issuance the number of shares of First Union Common Stock necessary to satisfy First Union's obligations under Section 2.06(A). Promptly after --------------- the Effective Time, First Union shall file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time SEC a registration statement on Form S-8 or other an appropriate form under the Securities Act with respect to the shares of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent First Union Common Stock issuable upon exercise of subject to options under the Company Option Plans to acquire First Union Common Stock issued pursuant to Section 2.06(A) hereof, and shall use --------------- its reasonable best efforts to cause maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky laws", for so long as such registration statement to options remain effective until the exercise or expiration of such optionsoutstanding.

Options. (a) At the Effective Time, each option granted by the (each, a “Company Option”) to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which that is outstanding and unexercised immediately prior thereto to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be automatically converted automatically into an option to purchase acquire shares of Parent Common Class A Stock in an amount (a “Parent Merger Option”), on the same terms and at an exercise price determined as provided belowconditions (including any vesting or forfeiture provisions or repurchase rights, and otherwise subject but taking into account any acceleration thereof pursuant to the existing terms of the relevant equity plans of the Company or applicable award agreement by reason of the transactions contemplated hereby) as were applicable under such Company Option Plans pursuant as of immediately prior to which such options have been issued and the agreements evidencing grants thereunder: (i) Effective Time, subject to adjustment as provided in this Section 1.11. The number of shares of Parent Common Class A Stock to be subject to the new option Parent Merger Option into which a Company Option is converted shall be equal to the product of (i) the number of shares of Company Common Stock subject to the original option and Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be , rounded down, if necessary, to the nearest whole share; and (ii) The share of Parent Class A Stock, and such Parent Merger Option shall have an exercise price per full share of Parent Common Class A Stock under the new option shall be equal to (A) the exercise price of the Company Option per share of Company Common Stock under the original option divided by (B) the Exchange Ratio, provided that such exercise price shall be rounded down up, if necessary, to the nearest whole cent. ; provided, that (b1) The adjustment provided herein with respect in the case of any Company Option to any options which are "incentive stock options" (Section 421 of the Code applies as defined in of the Effective Time by reason of its qualification under Section 422 of the Code) , the exercise price, the number of shares of Parent Class A Stock subject to such option and the terms and conditions of exercise of such option shall be and is intended to be effected determined in a manner which is consistent with the requirements of Section 424(a) of the Code. The duration ; and other (2) the exercise price, the number of shares of Parent Class A Stock subject to, and the terms and conditions of exercise of each Parent Merger Option shall also be determined in a manner consistent with the requirements of Section 409A of the new option shall be the same as the original option except that all references Code. At or prior to the Company Effective Time, Parent shall be deemed take all corporate action necessary to be references to Parent. (c) reserve for issuance sufficient shares of Parent agrees to file with Securities and Exchange Commission (the "SEC") as Class A Stock for delivery upon exercise of Parent Merger Options. As soon as reasonably practicable after the Effective Time Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form under forms), with respect to the Securities Act shares of 1933 (together with the rules Parent Class A Stock subject to such options and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and shall use its commercially reasonable efforts to cause maintain the effectiveness of such registration statement to (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain effective until the exercise or expiration of such optionsoutstanding.

Options. (a) At Prior to the Effective Time, with respect to each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Xenon 2 into which options to purchase shares of Xoom (a "XOOM OPTION"), which were granted pursuant to the Xoom 1998 Stock Incentive Plan (the "XOOM OPTION PLAN") prior to May 9, 1999, were converted (the "CONVERTED XOOM PLAN OPTIONS"), Xenon 2 shall cause the Administrator (as defined in an amount and at an the Xoom Option Plan) to exercise price determined as provided belowits discretion to provide, and otherwise subject shall take any other necessary action to the terms of the Company provide, that each Converted Xoom Plan Option Plans pursuant shall vest and become exercisable with respect to all shares as to which such options would otherwise have been issued vested within 12 months following the Effective Time. With respect to each option to purchase shares of Xenon 2 into which Xoom Options, which were not granted pursuant to the Xoom Option Plan prior to May 9, 1999, were converted (the "CONVERTED XOOM NON-PLAN OPTIONS"), Xenon 2 shall take any necessary action to provide that such Converted Xoom Non-Plan Options shall to the extent provided in the award agreement evidencing such option vest and become exercisable with respect to 75% of the then unvested portion of such Converted Xoom Non-Plan Option and any portion of a Converted Xoom Non-Plan Option which remains unexercised upon the occurrence of the Effective Time shall terminate upon the occurrence of the Effective Time. In addition, with respect to each option to purchase shares of Xenon 2 into which Xoom Options, which were granted after May 9, 1999, were converted (the "CONVERTED NEW XOOM OPTIONS"), Xenon 2 shall cause the Administrator to exercise its discretion to provide, and shall take any other necessary action to provide, that each option Converted New Xoom Option shall not immediately vest (but rather, shall vest in accordance with its stated vesting schedule) with respect to any of the shares subject thereto. Xenon 2 and Xoom acknowledge that the transaction contemplated hereby shall constitute a "Corporate Transaction" for purposes of both the Xoom Option Plan and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option Converted Xoom Non-Plan Options and the Exchange Ratio; provided that any fractional shares Administrator, the Board of Parent Common Stock resulting from such multiplication Directors of Xoom and the Board of Directors of Xenon 2 shall be rounded take all necessary action to effect the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centforegoing. (b) In the event that any Xoom employee incurs an excise tax under Section 4999 of the Code as a result of the accelerated vesting of the Xoom Options pursuant to SECTION 6.8(A), Xenon 2 shall make available to such employee a loan (the "TAX LOAN") in an amount sufficient to pay such excise tax. The adjustment provided herein determination of whether any such excise tax will be payable and the amount of such excise tax will be made by Xoom 2's independent auditors. The Tax Loan will (i) have a term of two years, and (ii) bear interest at the lowest permissible rate without imputation of income, compounded annually and (iii) to the extent not previously forgiven become immediately due and payable upon the termination of such employee's employment with Xenon 2 and its Affiliates for cause or due to such employee's voluntary resignation. The Tax Loan, will be forgiven with respect to any options which are "incentive stock options" (as defined in Section 422 1/24 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) initial principal amount of the Code. The duration and other terms Tax Loan (together with accrued interest thereon) on the last day of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after each 1 month anniversary of the Effective Time a registration statement on Form S-8 if the employee has remained continually employed with Xenon 2 and its Affiliates through such date or other appropriate form under if such employee's employment with Xenon 2 and its Affiliates is terminated without cause or due to the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise employee's death or expiration of such optionsdisability.

Options. Firstar shall take action to amend the Firstar Stock Plans (aas defined herein) At so that, at the Effective Time, each option granted by the Company Firstar to purchase shares of Company Firstar Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Firstar Common Stock and shall be converted automatically into an option to purchase shares of Parent Foxtrot (DE) Common Stock in an amount and at an exercise price determined as provided below, follows (and otherwise subject to the terms of the Company Option Plans appropriate Firstar Benefit Plan (as defined herein) pursuant to which such options have been issued granted (such plans collectively the "Firstar Stock Plans") and the agreements evidencing grants thereunder: ): (i) The the number of shares of Parent Foxtrot (DE) Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Firstar Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares of Parent Foxtrot (DE) Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and share and (ii) The the exercise price per share of Parent Foxtrot (DE) Common Stock under the new option shall be equal to the exercise price per share of Company Firstar Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company Firstar shall be deemed to be references to ParentFoxtrot (DE). (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (ai) At Prior to the Pre-Merger Special Dividend Time, the Valeant Board (or, if appropriate, any committee thereof) shall adopt such resolutions or take such other actions (including using reasonable efforts to obtain any required consents) to adjust the terms of all outstanding Valeant Stock Options to provide that, at the Pre-Merger Special Dividend Time and prior to the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Valeant Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and the Pre-Merger Special Dividend Time shall be converted automatically into an option to purchase shares of Parent Common acquire, on the same terms and conditions as were applicable under such Valeant Stock in an amount and at an exercise price determined as provided below, and otherwise subject Option immediately prior to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The Pre-Merger Special Dividend Time, a number of shares of Parent Valeant Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange RatioStock, provided that such exercise price shall be rounded down to the nearest whole share, determined by multiplying the number of shares of Valeant Common Stock subject to such Valeant Stock Option immediately prior to the Pre-Merger Special Dividend Time by the Pre-Merger Special Dividend Adjustment Ratio, at a per share exercise price, rounded up to the nearest whole cent. (b, determined by dividing the per share exercise price of such Valeant Stock Option by the Pre-Merger Special Dividend Adjustment Ratio; provided, however, that the adjustments provided in this Section 6.04(a)(i) The adjustment provided herein with respect to any options which Valeant Stock Options, whether or not they are "“incentive stock options" (” as defined in Section 422 of the Code) shall be and is , are intended to be effected in a manner which that is consistent with Section 424(a) of the Code. The duration Code and other terms Section 409A of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to ParentCode. (cii) Parent agrees Prior to file with Securities and Exchange Commission the Effective Time, the Valeant Board (or, if appropriate, any committee thereof) shall adopt such resolutions or take such other actions (including using reasonable efforts to obtain any required consents) to adjust the "SEC") as soon as reasonably practicable after terms of all outstanding Valeant Stock Options to provide that, at the Effective Time, each Valeant Stock Option outstanding immediately prior to the Effective Time shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Valeant Stock Option following the Pre-Merger Special Dividend Time and immediately prior to the Effective Time, a registration statement on Form S-8 or other appropriate form under number of shares of Biovail Common Stock, rounded down to the Securities Act nearest whole share, determined by multiplying the number of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent shares of Valeant Common Stock issuable upon subject to such Valeant Stock Option following the Pre-Merger Special Dividend Time and immediately prior to the Effective Time by the Equity Award Exchange Ratio, at a per share exercise of options under price, rounded up to the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until nearest whole cent, determined by dividing the per share exercise or expiration price of such Valeant Stock Option by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 6.04(a)(ii) with respect to any Valeant Stock Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Code.

Options. (a) At The Buyer shall have the Effective Time, each option granted for the construction by the Company to purchase shares Builder of Company Common Stock under one additional vessel as stated in Box 27 at the delivery date and the contract price stated in Box 28 (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject with respect to the terms of the Company Option Plans pursuant to which such options have been issued delivery date and the agreements evidencing grants thereunder: (icontract price, Clause 46(b)-(f) The number of shares of Parent Common Stock to below shall however apply), but otherwise on the same terms and conditions as this Contract with logical amendments. Such option must be subject declared by the Buyer to the new option shall be equal to the product of Builder within the number of shares months stated in Box 29 following the effective date of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares this Contract (see Clause 44 (Effective date of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centContract). (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of Parties agree that the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of contract price for the Code. The duration and other terms of the new option vessel shall be the same as contract price stated in Box 28. However, if there is any variation to any of the original option except prices that all references are charged to the Company Builder by the suppliers of the major pieces of equipment as set out in Annex F (Price of Major Equipment N1130) between the date of this Contract and the date of the shipbuilding contract to be entered into for the option vessel then the contract price for the option vessel shall be deemed to be references to Parentrevised accordingly (upwards or downwards, as applicable). The Builder must provide documentation proving the variations. (c) Parent agrees Furthermore, if there is: (i) [REDACTED] (ii) [REDACTED] (iii) [REDACTED] then Annex E (Price Variation Mechanism for Option Vessel) shall be applied in order to file with Securities determine whether (and Exchange Commission in the affirmative to what extent) the contract price for the option vessel shall be revised, upwards or downwards, due to these variations. The Builder must provide documentation proving the variations. (d) Furthermore, if the price charged to the Builder for the leg rack and scale plating material for the chords (the "SEC"price charged for the material only, excluding fabrication, cutting, bending and welding and other costs) on the date when the option is declared by the Buyer is higher or lower than the highest of the following amounts by more than 3%: · [REDACTED] · [REDACTED] · [REDACTED] then the contract price for the option vessel shall be revised accordingly for the amount in excess of the 3% (upwards or downwards, as soon as reasonably practicable applicable). The Builder must provide documentation proving the abovementioned prices. (e) If the contract price for the option vessel shall be revised upwards or downwards due to any of the variations/price changes set out in Clause 46(b)-(d), the Builder shall notify the Buyer in writing no later than 30 calendar days after the Effective Time a registration statement on Form S-8 or other appropriate form under Buyer has declared the Securities Act option (and in any event before the shipbuilding contract for the option vessel is signed). Such notice shall include the revised contract price and the necessary calculations in that respect as well as documentation proving the variations/price changes. If the Builder does not provide such notice before the expiry of 1933 the deadline (together with no later than 30 calendar days after the rules Buyer has declared the option and regulations thereunderin any event before the shipbuilding contract for the option vessel is signed), the "Securities Act"Builder shall not be entitled to demand that the contract price is revised upwards. The Buyer is not obliged to accept the revised contract price. If the Buyer considers that the revised contract price is not acceptable, the Buyer shall be entitled to withdraw the declaration of the option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard. The Buyer shall inform the Builder whether it accepts the revised contract price within 10 working days after the Buyer has received the Builder's notice with correct calculations and full documentation as set out above. If the Buyer does not accept the revised contract price, or if the Buyer does not inform the Builder whether it accepts the revised contract price within 10 working days after the Buyer has received the Builder's notice with correct calculations and full documentation as set out above, the Buyer shall be deemed to have withdrawn the declaration of the option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard. The Buyer is always entitled to request - and the Builder shall promptly deliver - the documentation which is necessary to ascertain whether there have been any relevant variations/price changes. (f) The Parties agree that the delivery date for the option vessel shall be the delivery date stated in Box 28. However, if the Builder is unable to register Parent Common Stock issuable upon exercise meet this delivery date when the Buyer declares the option due to the delivery schedules/slots of options under the Company Option Plans Sub-Contractors supplying the major pieces of equipment set out in Annex F (Price of Major Equipment N1130), then the Builder shall notify the Buyer in writing no later than 30 calendar days after the Buyer has declared the option (and use its in any event before the shipbuilding contract for the option vessel is signed). The notice shall include a proposal for a new delivery date, which shall be reasonable efforts considering the aforementioned delivery schedules/slots. Documentation for the delivery schedules/slots of the Sub-Contractors shall also be included. If the Builder does not provide such notice before the expiry of the deadline (no later than 30 calendar days after the Buyer has declared the option and in any event before the shipbuilding contract for the option vessel is signed), the delivery date shall be the delivery date stated in Box 28 (7 months after the Contractual Date of Delivery in this Contract). The Buyer is not obliged to cause such registration statement accept the Builder's proposal for a new delivery date. If the Buyer considers that the new delivery date is not acceptable, the Buyer shall be entitled to remain effective until withdraw the exercise declaration of the option and neither Party shall have any liability to the other whatsoever or expiration howsoever arising in that regard. The Buyer shall inform the Builder whether it accepts the Builder's proposal for a new delivery date within 10 working days after the Buyer has received the Builder's notice with reasonable proposal and full documentation as set out above. If the Buyer does not accept the Builder's proposal for a new delivery date, or if the Buyer does not inform the Builder whether it accepts the new delivery date within 10 working days after the Buyer has received the Builder's notice with reasonable proposal and full documentation as set out above, the Buyer shall be deemed to have withdrawn the declaration of such optionsthe option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard.

Options. (a) At The Company shall take all reasonable commercial actions necessary to provide that all then outstanding options to acquire Shares (the Effective Time, each option “Company Options”) granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other ’s stock option plan or arrangement plans referred to in Section 2.14 of the Company Disclosure Letter (as hereinafter defined), each as amended (collectively, the "“Company Option Plans") which is outstanding ”), whether or not then exercisable or vested, shall become fully exercisable and unexercised vested no later than immediately prior thereto to the Closing. The Company shall cease take all reasonable commercial actions to represent a right to acquire shares enable each holder of Company Common Stock and Options to exercise his or her Company Options so as to permit the holder of Company Options to tender into the Offer the Shares received upon exercise. The Offer Documents which shall be converted automatically into delivered to each Non-Executive Optionholder (as hereinafter defined) shall include separate provisions pursuant to which each person holding any Company Options (other than the members of the Company’s Board of Directors and the Company’s executive officers) (such persons are hereinafter collectively referred to as the “Non-Executive Optionholders”) may elect to (i) exercise, against delivery to the Company of an option undertaking to purchase shares of Parent Common Stock in an amount and at an exercise price determined pay the Aggregate Exercise Price (as provided belowhereinafter defined) no later than the Closing Date, and otherwise subject on the terms set forth in this Section 1.6(a), any and all Company Options held by such Non-Executive Optionholder, such election to become effective no later than immediately prior to the terms Closing Date and (ii) tender into the Offer any Shares received upon the exercise of such Company Options. The Offer Documents delivered to each Non-Executive Optionholder shall require each Non-Executive Optionholder electing to tender Shares received upon exercise of Company Options in accordance with the preceding sentence to instruct and authorize the disbursing or other agent handling the Offer on behalf of the Company) regarding payment and remittance of the aggregate proceeds (with respect to each Non-Executive Optionholder, the “Aggregate Proceeds”) to which such Non-Executive Optionholder shall be entitled with respect to the Shares underlying all such Company Options validly tendered and not withdrawn in the Offer. The Offer Documents shall authorize that (x) there shall be remitted to the Company such Aggregate Proceeds, (y) the Company retain, in satisfaction of the undertaking of such Non-Executive Optionholder, the aggregate exercise price, plus interest, if necessary, payable to the Company upon the exercise of such Company Options (with respect to each Non-Executive Optionholder, the “Aggregate Exercise Price”) and (z) the Company remit to the subsidiary of the Company Option Plans pursuant to which employing such options have been issued and Non-Executive Optionholder (the agreements evidencing grants thereunder: (i“Employing Subsidiary”) The number of shares of Parent Common Stock to be subject to the new option shall be an aggregate amount equal to the product difference between the (A) Aggregate Proceeds and (B) Aggregate Exercise Price (the difference between (A) and (B) is hereinafter referred to as the “Net Amount”). Promptly following receipt of the number of shares of Company Common Stock subject Net Amount, the Employing Subsidiary shall remit and pay to the original option and the Exchange Ratio; provided that Non-Executive Optionholder such amount, net of any fractional shares of Parent Common Stock resulting from applicable taxes payable by such multiplication shall Non-Executive Optionholder (which taxes are required to be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided withheld or otherwise paid by the Exchange Ratio, provided that Employing Subsidiary on behalf of such exercise price shall be rounded down to Non-Executive Optionholder) in connection with Purchaser’s purchase of such Non-Executive Optionholder’s Shares in the nearest whole centOffer. (b) The adjustment Except as provided herein with respect or as otherwise agreed to any options which are "incentive stock options" (as defined in Section 422 of by the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to parties, the Company shall be deemed use reasonable commercial efforts to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") ensure that as soon as reasonably practicable after possible following the Effective Time a registration statement on Form S-8 Closing no holder of Company Options or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under any participant in the Company Option Plans and use its reasonable efforts shall have any right thereunder to cause such registration statement to remain effective until acquire any equity securities of the exercise Company or expiration of such optionsany subsidiary thereof.

Options. (a) At the Effective Time, each outstanding option granted by the Company (each, a “Premier Stock Option”) to purchase shares of Company Premier Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors any and (iii) any other all plans of Premier under which stock option plan or arrangement of the Company options have been granted and are outstanding (collectively, the "Company Option “Premier Stock Plans"”) which is outstanding and unexercised immediately prior thereto shall cease vest pursuant to represent a right to acquire shares of Company Common Stock the terms thereof and shall be converted automatically into an option (each, a “Replacement Option”) to purchase shares acquire, on the same terms and conditions as were applicable under such Premier Stock Option (other than any requirement that an option be exercised within a specific time period after termination of Parent Common Stock in an amount and at an exercise price determined employment or cessation of service as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to a non-employee director which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option requirement shall be equal to the product of waived or deleted from each option by amendment thereto), the number of shares of Company United Common Stock equal to (a) the number of shares of Premier Common Stock subject to the original option and Premier Stock Option, multiplied by (b) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication . Such product shall be rounded to the nearest whole share; and (ii) number. The exercise price per share (rounded to the nearest whole cent) of Parent Common Stock under the new option each Replacement Option shall be equal to (y) the exercise price per share for the shares of Company Premier Common Stock under the original option which were purchasable pursuant to such Premier Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, provided that such exercise price shall each Premier Stock Option which is intended to be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "an “incentive stock options" option” (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms At or prior to the Effective Time, Premier shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the Premier Stock Plans to permit the replacement of the new option outstanding Premier Stock Options by United pursuant to this Section and to permit United to assume the Premier Stock Plans. Premier shall further take all action necessary to amend the Premier Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Premier Stock Plans; provided, that such assumption shall be only in respect of the same as Replacement Options and that United shall have no obligation with respect to any awards under the original option except that all references Premier Stock Plans other than the Replacement Options and shall have no obligation to the Company shall be deemed to be references to Parentmake any additional grants or awards under such assumed Premier Stock Plans. (cb) Parent agrees At all times after the Effective Time, United shall reserve for issuance such number of shares of United Common Stock as necessary so as to file with Securities permit the exercise of options granted under the Premier Stock Plans in the manner contemplated by this Agreement and Exchange Commission (the "SEC") instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as soon as reasonably practicable to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time a registration statement on Form S-8 or other appropriate form under and United shall continue to make such filings thereafter as may be necessary to permit the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon continued exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration sale of such optionsshares.

Options. (a) At the Effective Time, each option granted by the Company MECH to purchase shares of Company MECH Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Webster Common Stock in an amount and at an exercise price determined as provided below, below and otherwise subject to the terms of the Company Employee Stock Ownership Plan, the 1996 Mechanics Savings Bank Officer Stock Option Plans pursuant to which such options have been issued Plan and the agreements evidencing grants thereunder:1996 Mechanics Savings Bank Director Stock Option Plan (the "MECH Stock Plans"); (i1) The number of shares of Parent Webster Common Stock to be subject to the new option immediately after the Effective Time shall be equal to the product of the number of shares of Company MECH Common Stock subject to the original option and immediately before the Effective Time, multiplied by the Exchange Ratio; , provided that any fractional shares of Parent Webster Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii2) The exercise price per share of Parent Webster Common Stock under the new option immediately after the Effective Time shall be equal to the exercise price per share of Company MECH Common Stock under the original option immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The duration and other terms of the new option immediately after the Effective Time shall be the same as the original option corresponding terms in effect immediately before the Effective Time, except that all references to MECH or MS Bank in the Company MECH Stock Plans (and the corresponding references in the option agreement documenting such option) shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (Webster or ▇▇▇▇▇▇▇ Bank, as applicable. Nothing herein shall be construed as preventing option holders from exercising the "SEC") as soon as reasonably practicable after same before the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together in accordance with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsterms thereof.

Options. (a) At As of the Effective Time, all options to purchase Raptor Shares issued by Raptor pursuant to its 1995 Stock Option and Grant Plan, as amended and restated (the "Raptor Stock Option Plan"), or pursuant to the resolution of Raptor's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Raptor following such exercise, which are outstanding and not exercised immediately prior to the Effective Time, shall be exchanged for options for Axent Common Stock to be issued by Axent. Axent and Raptor shall enter into the Stock Option Exchange Agreement in the form attached hereto as EXHIBIT G. Immediately after the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and the Effective Time shall be converted automatically into deemed to constitute an option to purchase shares of Parent Common Stock in an amount acquire, on the same terms and at an exercise price determined conditions as provided below, and otherwise subject were applicable under such Option immediately prior to the terms of the Company Option Plans pursuant to which Effective Time, such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Axent Common Stock as is equal to be the number of Raptor Shares subject to the new option shall be equal to the product unexercised portion of the number of shares of Company Common Stock subject to the original option and such Option multiplied by the Exchange Ratio; provided that Ratio (with any fractional shares of Parent Common Stock fraction resulting from such multiplication shall to be rounded down to the nearest next lower whole share; and (ii) number). The exercise price per share of Parent Common Stock under the new option each such exchanged Option shall be equal to the exercise price per share of Company Common Stock under such Option immediately prior to the original option Effective Time, divided by the Exchange Ratio, provided that Ratio (with any fraction of a cent resulting from such exercise price shall division to be rounded down up to the nearest next higher whole cent). Except for any acceleration and termination, the term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. Axent acknowledges that the unvested Options are subject to automatic acceleration of vesting pursuant to the terms of the Raptor Stock Option Plan and related agreements as a result of the consummation of this transaction. (b) The adjustment provided herein with respect As soon as practicable after the Effective Time, Axent or the Surviving Corporation shall deliver to any options which are "incentive stock options" (the holders of Options appropriate notices setting forth such holders' rights pursuant to such Options, as defined amended by this Section 1.9, and the agreements evidencing such Options shall continue in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be effect on the same as the original option except that all references terms and conditions (subject to the Company shall be deemed to be references to Parentamendments provided for in this Section 1.9 and such notice). (c) Parent agrees Axent shall take all corporate action necessary to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time reserve for issuance a registration statement on Form S-8 or other appropriate form under the Securities Act sufficient number of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent shares of Axent Common Stock issuable for delivery upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsOptions exchanged in accordance with this Section 1.

Options. In consideration for, and as an inducement to, agreeing to enter into this Agreement and provide the Services hereunder, the Executive shall be granted options (athe “GOLD Options”) At the Effective Time, each option granted by to purchase an aggregate of 100,000 common shares of the Company at an exercise price equal to the last closing price of the common shares of the Company on the Toronto Stock Exchange on the trading day immediately prior to the grant of the GOLD Options and vesting over a period of three years. The Company will cause BRI to grant to the Executive options (the “BRI Options”) to purchase an aggregate of 10,000 common shares of BRI, with an exercise price equal to the price per share in connection with an initial public offering or other going-public transaction of the Company Common Stock under (an “IPO”). For greater clarity: (i) 25% of each of the Company's 1993 Incentive Stock Option PlanGOLD Options and the BRI Options will vest on the date of grant and 25% will vest on each of the dates that are 6, 12 and 18 months thereafter; (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and BRI Options will be granted as soon as reasonably practicable after completion of the IPO; (iii) any other the GOLD Options will be granted pursuant to, and shall at all times be subject to, the terms of the Company’s second amended and restated stock option plan dated April 5, 2019, as the same may be amended, supplemented or arrangement replaced from time to time (the “GOLD Plan”) and the terms of an option agreement as may be determined by the Board and/or its compensation committee; (iv) the BRI Options will be granted pursuant to, and shall at all times be subject to, the terms of a customary long-term incentive plan to be adopted by BRI prior to its IPO (the “BRI Plan”) and the terms of an applicable award agreement as may be determined by the board of directors and/or compensation committee of BRI; and (v) each of the Company (collectivelyGOLD Options and the BRI Options will be exercisable for a period of five years from the grant date thereof, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued GOLD Plan and BRI Plan, respectively. Notwithstanding the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to foregoing, the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall GOLD Options and BRI Options may be the same as the original option except that all references amended if required to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together comply with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise requirements of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsany applicable stock exchange in connection with an IPO.

Options. (a) At Except as set forth in Section 7.2(f), each Company Stock Option that is outstanding immediately prior to the date the Offer is consummated (the "Offer Consummation Date") pursuant to any Company Stock Plan shall vest and become immediately exercisable at the time of the consummation of the Offer. On the Offer Consummation Date with respect to Company Stock Options held by persons who are not subject to the reporting requirements of Section 16(a) of the Exchange Act, and at the Effective TimeTime with respect to Company Stock Options held by persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, each Company Stock Option shall be adjusted to represent an option granted by the Company to purchase the number of shares of Company Common Stock under (a "Company Adjusted Option") (rounded down to the nearest full share) determined by multiplying (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the original option and Offer Consummation Date with respect to Company Stock Options held by persons who are not subject to the reporting requirements of Section 16(a) of the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Act and immediately prior to the nearest whole share; and Effective Time with respect to Company Stock Options held by persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, by (ii) The 0.5, at an exercise price per share of Parent Company Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under immediately prior to the original option divided by Offer Consummation Date. In addition, promptly following the Offer Consummation Date with respect to holders of Company Stock Options who are not subject to the reporting requirements of Section 16(a) of the Exchange RatioAct, provided that such exercise price and promptly following the Effective Time with respect to holders of Company Stock Options who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Parent shall be pay to the holder of each Company Stock Option an amount of cash (rounded down up to the nearest whole cent) equal to the product of (A) (x) $73.00 minus (y) the exercise price per share of Company Common Stock immediately prior to the Offer Consummation Date and (B) the number of shares of Company Common Stock subject to such option multiplied by 0.5 (rounded up to the nearest full share). Each Company Adjusted Option shall be exercisable upon the same terms and conditions as under the applicable Company Stock Plan and the applicable option agreement issued thereunder, except as otherwise provided in this Section 7.2. (b) The adjustment At the Effective Time, each Company Adjusted Option shall be assumed by Parent and become and represent an option to purchase the number of Parent Shares (a "Parent Substitute Option") (rounded to the nearest full share, or if there shall not be a nearest share, the next greater full share) determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Adjusted Option immediately prior to the Effective Time by (ii) 1.767, at an exercise price per Parent Share (rounded up to the nearest tenth of a cent) equal to (A) the exercise price per share of Company Common Stock immediately prior to the Effective Time divided by 1.767. Parent shall pay cash to holders of Parent Substitute Options in lieu of issuing fractional Parent Shares upon the exercise of Parent Substitute Options. Each Company Adjusted Option so converted shall be exercisable upon the same terms and conditions as under the applicable Company Stock Plan and the applicable option agreement issued thereunder, except as otherwise provided herein in this Section 7.2. Parent shall (i) on or prior to the Effective Time, reserve for issuance the number of Parent Shares that will become subject to Parent Substitute Options pursuant to this Section 7.2(b), (ii) from and after the Effective Time, upon exercise of the Parent Substitute Options in accordance with the terms thereof, make available for issuance all Parent Shares covered thereby, (iii) at the Effective Time, assume the Company Stock Plans, with the result that all obligations of the Company under the Company Stock Plans, including with respect to any options which are "Company Adjusted Options outstanding at the Effective Time, shall be obligations of Parent following the Effective Time, and (iv) as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Adjusted Option a document evidencing the foregoing assumption by Parent. (c) The parties shall take all actions so that the Company Adjusted Options converted by Parent qualify following the Effective Time as incentive stock options" (options as defined in Section 422 of the CodeCode to the extent permitted under Section 422 of the Code and to the extent the Company Adjusted Options qualified as incentive stock options prior to the Effective Time; provided, however, that nothing in this Section 7.2(c) shall be and is intended to be effected in a manner which is consistent with Section 424(a) prevent the acceleration of the Code. vesting or exercisability of any Company Stock Option, as provided in Section 7.2(a). (d) Parent shall, as promptly as practicable but in any event no later than three days after the Effective Time, file a registration statement on Form S-8 or other applicable form under the Securities Act, covering the Parent Shares issuable upon the exercise of Parent Substitute Options created upon the assumption by Parent of Company Adjusted Options under Section 7.2(b), and will maintain the effectiveness of such registration, and the current status of the prospectus contained therein, until the exercise or expiration of such Parent Substitute Options. (e) The duration and other parties will cooperate to take all reasonable steps necessary to give effect to this Section 7.2. (f) Notwithstanding the terms of Section 7.2(a), to the extent an option holder holds any unexercisable incentive stock options ("Unvested ISO") on the Offer Consummation Date that do not become exercisable upon the consummation of the Offer pursuant to the terms of the new option Company Stock Plan(s) under which such Unvested ISOs were granted, then, to the extent possible, each such Unvested ISO shall be converted into the same right to receive cash in full and the other options held by such option holder shall be appropriately adjusted such that the aggregate amount of cash payable to such option holder pursuant to Section 7.2(a) and this Section 7.2(f) does not exceed the amount that would otherwise be payable pursuant to Section 7.2(a). -34- 39 (a) Parent and the Company shall, as soon as practicable following the original option except that acceptance of Shares pursuant to the Offer, prepare and the Company shall file with the SEC the Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC a registration statement on Form S-4 (the "Form S-4") for the offer and sale of the Parent Shares pursuant to the Merger and in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use all references reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Shares in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be deemed promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall establish, prior to or as soon as practicable following the date upon which the Form S-4 becomes effective, a record date (which shall be references prior to or as soon as practicable following the date upon which the Form S-4 becomes effective) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of considering and taking action upon this Agreement and the Merger and (with the consent of Parent) such other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Stockholders Meeting. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting (other than for the absence of a quorum) without the consent of Parent. Subject to its fiduciary duties under applicable law, the Board of Directors of the Company shall include the Recommendations in the Form S-4 and the Proxy Statement as such Recommendations pertain to the Merger and this Agreement. The Company shall use its reasonable best efforts to solicit from stockholders of the Company proxies for use at the Company Stockholders Meeting and in favor of this Agreement and the Merger and shall take all other actions reasonably necessary or advisable to secure the vote or consent of stockholders required by the DGCL to effect the Merger. (c) Parent agrees to file with Securities and Exchange Commission (cause all Shares owned by Parent or any Subsidiary of Parent to be voted in favor of the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsMerger.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Acquiror Common Stock in an amount and at an exercise price determined as provided belowStock, and otherwise Acquiror shall assume each such Company Stock Option subject to the terms of thereof; provided, however, that from and after the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: Effective Time, (i) The the number of shares of Parent Acquiror Common Stock to be subject to the new option purchasable upon exercise of such Company Stock Option shall be equal to the product of the number of shares of Company Common Stock subject that were purchasable under such Company Stock Option immediately prior to the original option and Effective Time multiplied by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded , and rounding to the nearest whole share; and , and (ii) The the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share of Parent Common Stock under the new option shall be equal to the exercise price per share of each such Company Common Stock under the original option divided Option by the Exchange Ratio, provided that such exercise price shall be rounded and rounding down to the nearest whole cent. (b) . The terms of each Company Stock Option shall, in accordance with its terms, be subject to further adjustment provided herein as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to any options Acquiror Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Stock Option which are is intended to be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and other terms where necessary the per share exercise price shall be rounded down to the nearest cent. (b) In order to effectuate the adjustment of the new option Company Stock Options provided for in the proviso to Section 3.06(a), the Company represents and warrants to, and agrees with, the Acquiror that the Company (or as appropriate, the Company Board) shall take all action required to be taken such that (i) holders of Stock Options issued under the Company's Incentive Stock Option Plan will not receive the cash payment for such Stock Options as provided in the second sentence of Section 10 of such Plan (which shall be effected either by resolving that this Agreement and the same transactions contemplated hereby (including the Company Meeting and any Merger) do not constitute a "Change of Control" for purposes of such Section or by taking such other action with the prior consent of Acquiror, provided that such other action is taken prior to the date on which a "Change of Control" would otherwise occur in the absence of the Company Board resolution to the contrary) and (ii) under Section 11 of the Company's Incentive Stock Option Plan, at the Effective Time, all Company Stock Options shall be adjusted as provided in Section 3.06(a) (and shall not be canceled in exchange for payment as contemplated by clause (ii) of the original option except first sentence of that all references to Section). Notwithstanding any other provision in this Agreement, the Company shall be deemed permitted to take such action or to cause such action to be references taken as may be required for each Company Stock Option (x) to Parentfully vest and become immediately exercisable at the Effective Time and (y) to remain exercisable after the Effective Time for the remaining term of such Company Stock Option, in both cases notwithstanding the action of the Company referred to in the first sentence of this Section 3.06(b). (c) Parent agrees At or prior to file the Effective Time, the Company shall take all action necessary with Securities and Exchange Commission (respect to the "SEC") as soon as reasonably practicable after Company's Incentive Stock Option Plan to permit the assumption of the then outstanding Company Stock Options by Acquiror pursuant to this Section. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in the Company's Incentive Stock Option Plan or other plans, programs or arrangements of the Company or any of its Subsidiaries shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Acquiror to assume the Company's Incentive Stock Option Plan. The Company shall further take all action necessary to amend the Company's Incentive Stock Option Plan to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, Acquiror shall assume the Company's Incentive Stock Option Plan; provided, that such assumption shall be only in respect of the assumed Company Stock Options and that Acquiror shall have no obligation with respect to any awards under the Company's Incentive Stock Option Plan other than the assumed Company Stock Options or to make any additional grants or awards under such assumed plan. (d) The Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery pursuant to the terms set forth in this Section 3.06. Subject to any applicable limitations under the Securities Act, Acquiror shall either (i) file a registration statement on Form S-8 (or other appropriate form under any successor form), effective as of the Securities Act Effective Time, with respect to the shares of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Acquiror Common Stock issuable upon exercise of options under the Company Option Plans and Stock Options, or (ii) file any necessary amendments to the Company's previously filed registration statement(s) on Form S-8 in order that the Acquiror will be deemed a "successor registrant" thereunder, and, in either event the Acquiror shall use its reasonable best efforts to cause maintain the effectiveness of such registration statement to statement(s) (and maintain the current status of the prospectus or prospectuses relating thereto) for so long as such options shall remain effective until the exercise or expiration of such optionsoutstanding.

Options. (a) At On or within sixty (60) days following your Start Date you shall be granted a stock option (the Effective Time, each option granted by the Company “Option”) to purchase 279,000 shares of Company Allogene’s common stock, par value $0.001 per share (the “Common Stock”) (the “Option Shares”) pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”). Such grant shall be evidenced by an option agreement (the “Option Agreement”) to be entered into by and between you and the Company. The exercise price per Option Share will be equal to the fair market value per share of the Company’s Common Stock under as of the date that such Option is granted. The Option shall have a 10-year term and shall vest and become exercisable as follows: (i) 25% upon the Company's 1993 Incentive Stock Option Plan, first anniversary of your Start Date (the “Initial Vesting Date”); and thereafter (ii) the Company's 1993 remaining unvested Options Shares shall vest in 36 substantially equal monthly installments as of the last calendar day of each month following the Initial Vesting Date. (b) All Options shall be immediately exercisable with respect to one hundred percent (100%) of the Option Shares in exchange for restricted shares of Common Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectivelythe “Restricted Shares”); provided, however, that the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to Restricted Shares will be subject to vesting in accordance with the new option schedule described above. Upon termination of your employment, the Company shall be equal have the right to the product repurchase any Restricted Shares that have not vested as of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and termination (ii“Unvested Shares”) The exercise at a price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under Option Share (the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent“Repurchase Right”). (c) Parent agrees In the event that your employment is terminated by the Company without Cause (as defined below) or by you for Good Reason (as defined below) at any time beginning on the date that is 90 days prior to file with Securities the effective date of a Change of Control (as defined in the Plan) and Exchange Commission ending on the date that is 12 months following the Change of Control, then (i) all unvested Restricted Stock and Option Shares shall immediately vest in full, and (ii) all Options will remain exercisable for a period of 90 calendar days following the "SEC") as soon as reasonably practicable date of such termination, after which time the Option shall expire; provided, however, that no such Option shall be exercisable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such optionsequity award before 90 days following such termination. (d) For purposes of this Agreement:

Options. (a) At Except as provided in paragraphs (b), (c) and (d) below with respect to the Company’s 1998 Employee Stock Purchase Plan, as amended (the “Company ESPP”), the Cash-Out Options (as defined in Section 1.8(d)) and certain options to purchase Common Stock at an exercise price greater than $0.82 per share, at the Effective Time, with respect to each then outstanding and unexercised option for Shares (the “Company Options”) granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive ’s 1987 Stock Option Plan, (ii) the Company's 1993 1997 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company 1994 Consultant Plan (collectively, the "“Company Option Plans"”) which is outstanding or otherwise, Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and unexercised immediately prior thereto shall cease to represent a right to acquire without any action on the part of the holder thereof, options (“Purchaser Replacement Options”) exercisable for shares of common stock, par value $.01 per share, of Purchaser (“Purchaser Stock”) having the same terms and conditions as the Company Common Stock Options (including such terms and shall conditions as may be converted automatically incorporated by reference into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject the agreements evidencing the Company Options pursuant to the terms of the Company Option Plans plans or arrangements pursuant to which such options have been issued Company Options were granted) except that the exercise price and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option cent or number, respectively. Purchaser shall be equal use all reasonable efforts to the exercise price per share of ensure that any Company Common Stock under the original option divided by the Exchange Ratio, provided Options that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "qualified as incentive stock options" (as defined in options under Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references Code prior to the Company shall be deemed Effective Time continue to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable so qualify after the Effective Time Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statement statements on Form S-8 or other appropriate form under the Securities Act of 1933 (together as may be necessary in connection with the rules purchase and regulations thereundersale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the "Securities Act"effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) to register Parent Common for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of options under Purchaser Replacement Options. Purchaser’s Board of Directors shall take all actions necessary on the Company Option Plans part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and use its reasonable efforts subsequent transactions in Purchaser Stock after the Effective Time pursuant to cause such registration statement Purchaser Replacement Options by persons subject to remain effective until the exercise or expiration reporting requirements of such optionsSection 16(a) of the Exchange Act to be exempt from the application of Section 16(b) of the Exchange Act, to the extent permitted thereunder. For purposes of this Agreement, the term “Conversion Fraction” shall mean the quotient determined by dividing (x) the Common Stock Offer Price by (y) the average closing prices of one (1) shares of the Purchaser Stock on The Nasdaq National Market (as reported in the Wall Street Journal or, if not reported therein, any other authoritative source) for the five (5) trading days ending two (2) days prior to the Effective Time.

Options. (a) At Hertz hereby grants to Ford, on the Effective Timeterms and conditions set forth herein, each option granted by a continuing right (the Company "Class B Common Stock Option") to purchase shares of Company Common Stock under (i) from Hertz, at the Company's 1993 Incentive Stock Option Plantimes set forth herein, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Class B Common Stock as is necessary to be subject allow the Ford Entities to maintain the new option shall be percentage of the then-outstanding Common Stock of Hertz that is equal to the product of the number of shares of Company Ownership Percentage. The Class B Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication Option shall be rounded assignable, in whole or in part and from time to the nearest whole share; and (ii) time, by Ford to any Ford Entity. The exercise price per share for the shares of Parent Class B Common Stock under purchased pursuant to the new option Class B Common Stock Option shall be equal to the exercise price per share Market Price of Company the Class A Common Stock under as of the original option divided date of first delivery of notice of exercise of the Class B Common Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded down Ford (or its permitted assignee hereunder) to the nearest whole centHertz. (b) The adjustment provided herein provisions of Section 2.1(a) hereof notwithstanding, the Class B Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with respect the issuance by Hertz of any shares of Common Stock pursuant to any options which are "incentive stock options" (as defined in Section 422 option or other executive or employee benefit or compensation plan maintained by Hertz, so long as, from and after the date hereof and prior to the issuance of such shares, Hertz has repurchased from shareholders and not subsequently reissued a number of shares equal or greater to the Code) shall be and is intended number of shares to be effected issued in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parentany such issuance. (c) Parent agrees Hertz hereby grants to file with Securities Ford, on the terms and Exchange Commission conditions set forth herein, a continuing right (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (Nonvoting Stock Option" and, together with the rules and regulations thereunderClass B Common Stock Option, the "Securities ActOptions") to register Parent Common purchase from Hertz, at the times set forth herein, such number of shares of Nonvoting Stock issuable upon as is necessary to allow the Ford Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall be assignable, in whole or in part and from time to time, by Ford to any Ford Entity. The exercise price for the shares of options under Nonvoting Stock purchased pursuant to the Company Nonvoting Stock Option Plans and use its reasonable efforts shall be the price at which such Nonvoting Stock is then being sold to cause such registration statement to remain effective until third parties, or, if no Nonvoting Stock is being sold, the exercise or expiration fair market value thereof as determined in good faith by the Board of such optionsDirectors of Hertz.

Options. (ai) At Acquiror shall not assume, continue or otherwise replace any Vested Option in connection with the transactions contemplated hereby. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, each option granted by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company to purchase shares or the holders of Company Common Stock under (i) the Company's 1993 Incentive Stock Vested Options, each Vested Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors shall be cancelled and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent converted into a right to acquire shares receive, in respect of Company Common Stock and shall be converted automatically into an option to purchase shares each share of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to such Vested Option, without interest, subject to applicable withholding Taxes, at the original option respective times and subject to the withholdings and adjustments set forth in Sections 2.9 and 2.10 and the Exchange Ratio; provided that any fractional shares execution and delivery of Parent Common Stock resulting from a duly executed Option Termination Agreement substantially in the form attached as Exhibit E (each such multiplication shall be rounded to agreement, an “Option Termination Agreement”), an amount in cash equal to: (A) the nearest whole share; and Final Per Share Consideration, minus (iiB) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share under such Vested Option. For the avoidance of Company Common Stock under doubt, each holder of a Vested Option will be entitled to receive a portion of the original option divided Earnout Payment, if any, in accordance with Section 2.14. The amount of cash each holder of a Vested Option is entitled to receive for all Vested Options held by the Exchange Ratio, provided that such exercise price holder shall be rounded down to the nearest whole centcent and computed after aggregating cash amounts for all Vested Options held by such holder. (bii) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of Prior to, and contingent upon, the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to Closing, the Company shall take all actions necessary to provide that each Unvested Option and Out-of-the-Money Option shall be deemed to be references to Parentterminated and canceled for no consideration. (ciii) Parent agrees Prior to file with Securities the Closing, the Company shall provide any notices and Exchange Commission (transmittal information to holders of Vested Options, Unvested Options, and the "SEC") as soon as reasonably practicable Out-of-the-Money Options, and the board of directors of the Company shall adopt any resolutions necessary to effectuate the foregoing, in each case after giving Acquiror reasonable opportunity to review and comment on the Effective Time a registration statement on Form S-8 notice or other appropriate form under the Securities Act of 1933 (together resolution. In connection with the rules and regulations thereunderforegoing, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and shall use its commercially reasonable efforts to cause such registration statement obtain from each holder of a Vested Option an executed Option Termination Agreement and the execution of an Option Termination Agreement shall be a condition to remain effective until the exercise or expiration each holder of such optionsa Vested Option receiving any payment under Section 2.6(c)(i).

Options. Each option to purchase shares of Liberty SiriusXM Common Stock (aa “Liberty SiriusXM option award”) At that is outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested immediately prior to, and contingent upon the occurrence of, the Effective Time. As of the Effective Time, each option granted as has been determined by the Company Liberty Board pursuant to its authority granted under the applicable stock incentive plan of Liberty Media and without any further action on the part of the holder thereof, Liberty Media or SplitCo, each Liberty SiriusXM option award (as accelerated in accordance with the previous sentence) shall cease to represent an option award to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Liberty SiriusXM Common Stock and shall will be converted automatically into an option to purchase shares of Parent SplitCo Common Stock in an amount and at an exercise price determined as provided below(a “SplitCo option award”), and otherwise subject to except that (1) the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent SplitCo Common Stock to be subject to the new such SplitCo option award shall be equal to the product of (x) the Exchange Ratio multiplied by (y) the number of shares of Company Liberty SiriusXM Common Stock subject to the original Liberty SiriusXM option and award immediately prior to the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be Effective Time, rounded down to the nearest whole share; and share of SplitCo Common Stock, and (ii2) The the per share exercise price per share of Parent Common Stock under the new such SplitCo option award shall be equal to the quotient of (x) the exercise price per share of Company Common Stock under the original Liberty SiriusXM option award immediately prior to the Effective Time divided by (y) the Exchange Ratio, provided that such exercise price shall be with the result rounded down up to the nearest whole cent. (b) The adjustment provided herein . Except with respect to any options which are "incentive stock options" (the vesting terms thereof and as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and otherwise described herein, all other terms of the new SplitCo option shall awards will, in all material respects, be the same as those of the original corresponding Liberty SiriusXM option except awards; provided, however, that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after neither the Effective Time nor any other transaction contemplated by this Agreement or the Merger Agreement shall be considered a registration statement on Form S-8 termination of employment or other appropriate form under service for any employee, non-employee director or consultant of Liberty Media, any Qualifying Subsidiary or their respective Subsidiaries for purposes of any SplitCo option award; provided, further, that the Securities Act SplitCo option awards shall be subject to the terms of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsSplitCo Transitional Plan.

Options. (a) At the Effective Time, each outstanding option granted by the Company (each, a "Century Option") to purchase shares of Company Century Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors any and (iii) any other all plans of Century under which stock option plan or arrangement of the Company options have been granted and are outstanding (collectively, the "Company Option Century Stock Plans") which is outstanding and unexercised immediately prior thereto shall cease vest pursuant to represent a right to acquire shares of Company Common Stock the terms thereof and shall be converted automatically into an option (each, a "Replacement Option") to purchase shares acquire, on the same terms and conditions as were applicable under such Century Stock Option (other than any requirement that an option be exercised within a specific time period after termination of Parent Common Stock in an amount and at an exercise price determined employment or cessation of service as provided belowa non-employee director, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option requirement shall be equal to the product of waived or deleted from each option by amendment thereto), the number of shares of Company United Common Stock equal to (a) the number of shares of Century Common Stock subject to the original option and Century Stock Option, multiplied by (b) 0.5894 (the "Option Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication "). Such product shall be rounded to the nearest whole share; and (ii) number. The exercise price per share (rounded to the nearest whole cent) of Parent Common Stock under the new option each Replacement Option shall be equal to (y) the exercise price per share for the shares of Company Century Common Stock under the original option which were purchasable pursuant to such Century Stock Option divided by (z) the Option Exchange Ratio. Notwithstanding the foregoing, provided that such exercise price shall each Century Stock Option which is intended to be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms At or prior to the Effective Time, Century shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the Century Stock Plans to permit the replacement of the new option outstanding Century Stock Options by United pursuant to this Section and to permit United to assume the Century Stock Plans. Century shall further take all action necessary to amend the Century Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Century Stock Plans; provided, that such assumption shall be only in respect of the same as Replacement Options and that United shall have no obligation with respect to any awards under the original option except that all references Century Stock Plans other than the Replacement Options and shall have no obligation to the Company shall be deemed to be references to Parentmake any additional grants or awards under such assumed Century Stock Plans. (cb) Parent agrees At all times after the Effective Time, United shall reserve for issuance such number of shares of United Common Stock as necessary so as to file with Securities permit the exercise of options granted under the Century Stock Plans in the manner contemplated by this Agreement and Exchange Commission (the "SEC") instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as soon as reasonably practicable to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time a registration statement on Form S-8 or other appropriate form under and United shall continue to make such filings thereafter as may be necessary to permit the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon continued exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration sale of such optionsshares.

Options. (a) At the Effective Time, each option or warrant granted by the Company SKAN to purchase shares of Company SKAN Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent BSB Bancorp Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company 1995 Non-Employee Directors Warrant Plan and 1998 Non-Employee Directors Warrant Plan, the 1998 Stock Option Plans pursuant to which such options have been issued Plan, the 1991 Long Term Incentive and Capital Accumulation Plan and the agreements evidencing grants thereunder:1987 Long Term Incentive and Capital Accumulation Plan (collectively, all such plans are referred to as the "SKAN Stock Plans"); (i1) The number of shares of Parent BSB Bancorp Common Stock to be subject to the new option or warrant immediately after the Effective Time shall be equal to the product of the number of shares of Company SKAN Common Stock subject to the original option and or warrant immediately before the Effective Time, multiplied by the Exchange Ratio; , provided that any fractional shares of Parent BSB Bancorp Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii2) The exercise price per share of Parent BSB Bancorp Common Stock under the new option or warrant immediately after the Effective Time shall be equal to the exercise price per share of Company SKAN Common Stock under the original option or warrant immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The duration and other terms of the new option or warrant immediately after the Effective Time shall be the same as the original option corresponding terms in effect immediately before the Effective Time, except that all references to SKAN or Skaneateles Bank in the Company SKAN Stock Plans (and the corresponding references in the option or warrant agreement documenting such option or warrant) shall be deemed to be references to Parent. (c) Parent agrees BSB Bancorp. Nothing herein shall be construed as preventing option or warrant holders from exercising the same prior to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together in accordance with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsterms thereof.

Options. For purposes of the vesting of any unvested awards previously made to Executive under the Edison International Equity Compensation Plan or under the Edison International Management and Officer Long-Term Incentive Compensation Plans (a) At the Effective Time"Equity Plans"), each option granted Executive's employment by the Company shall be given the same effect as if Executive had remained regularly employed through the Effective Date. Executive and the Company agree that, as of the Effective Date, Executive's vested options to purchase shares acquire stock of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors Parent and (iii) any other stock option plan or arrangement vested phantom options in respect of the Company will be as set forth in the Schedule of Vested Options attached hereto and incorporated herein by reference (collectivelythe "Options"). From and after the Effective Date, the "Executive shall no longer be eligible for grants of any awards under the Equity Plans or under any other long-term incentive plan of the Company Option Plans"or its Affiliates, and except as set forth in Section 3.02, all unvested awards shall terminate as of the Effective Date. On March 16, 2000, the Company shall pay to Executive, by wire transfer in accordance with Executive's reasonable written instructions given at least forty-eight (48) which hours in advance, a gross amount, before withholding, that is outstanding equal to the difference between $471.0642 per phantom share and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an the pertinent exercise price determined of such share as shown on the Schedule of Vested Options for each vested phantom Option of the Company. From and after the date hereof, Executive shall have no further rights or entitlements in respect of such phantom Options or any phantom options in respect of the Company, except as set forth in Section 3.02; provided belowthat if, within six (6) months of the date hereof, the Company or any Affiliate of the Company consummates an exchange offer with holders of phantom options of the Company in which the stated exchange value (before interest and otherwise any contingent amounts) per phantom share for purposes of the exchange offer exceeds $471.0642 per phantom share, then, within thirty (30) days following the completion of such exchange offer, the Company shall pay to Executive a gross amount, before withholding, equal to such excess multiplied by the number of vested phantom Options of Executive shown on the Schedule of Vested Options. Following the Effective Date, Options for stock of the Parent listed on the Schedule of Vested Options, shall remain subject to the terms of the Company Option Plans pursuant to which such options have been issued award and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be Plan under which they were granted, subject to the new option shall be equal to the product provisions of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centSection 3.02. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) If the Employee's employment is terminated following a Change of Control as a result of an Involuntary Termination other than for Cause, then the unvested portion of any stock option held by the Employee under the Company's 1993 Incentive Stock Option Planstock option plans shall automatically be accelerated as of the Termination Date and the Employee or the Employee's representative, as the case may be, shall have the right to exercise all or any portion of such stock option, in addition to any portion of the option exercisable prior to such termination. If a termination of Employee's employ ment results in acceleration of vesting of any option, the Employee shall have 90 days following the Termination Date to exercise such option, notwithstanding any contrary provision of the option agreement. (ii) If a Change of Control occurs within 90 days following the termination of Employee's employment as a result of an Involuntary Termination other than for Cause, then Employee or the Employee's representative, as the case may be, shall have the right to exercise all options which were not exercisable as of the Termination Date, at the same exercise price as would have applied if Employee had still been employed at the time of the Change in Control. Promptly following the occurrence of any such Change of Control within such 90 days, the Company will provide to the employee written notice of such Change of Control and a written statement as to the number of shares exercisable by Employee as a result of this Section 5(d)(ii) and the exercise price or prices thereof. The right to exercise such option shall continue for 90 days following the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement delivery of the Company (collectively, written notice contemplated by the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares preceding sentence. In the event that the securities issuable upon exercise of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product converted into different securities as a result of the number Change of shares of Company Common Stock subject Control, or have been converted into a right to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (receive consideration as defined in Section 422 a result of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) Change of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunderControl, the "Securities Act") to register Parent Common Stock issuable Employee shall, upon exercise of options under such option, be entitled to receive the Company Option Plans and use its reasonable efforts same securities or consideration as Employee would have received had the option been exercised immediately prior to cause such registration statement to remain effective until the exercise or expiration Change of such optionsControl.

Options. (a) At the Effective Time, each option granted by the Company Edify to purchase shares of Company Edify Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and thereto, whether or not vested, shall be converted automatically into an option to purchase shares of Parent S1 Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company 1996 Equity Incentive Plan (the "1996 Equity Plan"), the 1996 Directors Stock Option Plans pursuant to which such options have been issued Plan (the "Directors Plan"), or the 1990 Stock Option Plan (the "1990 Option Plan"), as the case may be, (the 1996 Equity Plan, the Directors Plan and the agreements evidencing grants thereunder:1990 Option Plan, collectively, the "Edify Stock Plans")): (i1) The number of shares of Parent S1 Common Stock to be subject to the new option immediately after the Effective Time shall be equal to the product of the number of shares of Company Edify Common Stock subject to the original option and immediately before the Effective Time, multiplied by the Exchange Ratio; , provided that any fractional shares of Parent S1 Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii2) The exercise price per share of Parent S1 Common Stock under the new option immediately after the Effective Time shall be equal to the exercise price per share of Company Edify Common Stock under the original option immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The duration duration, vesting schedule, exercisability and other terms of the new option immediately after the Effective Time shall be the same as the original option corresponding terms in effect immediately before the Effective Time, except that all references to Edify in the Company Edify Stock Plans (and the corresponding references in the option agreement documenting such option) shall be deemed to be references to Parent. (c) Parent agrees S1. Except as set forth in Section 1.6 of the Edify Disclosure Schedule, vesting of stock options under the Edify stock plans shall not be accelerated as a result of the Merger. Continuous employment with Edify or its subsidiaries shall be credited to file the optionee for purposes of determining the vesting of all assumed Edify options after the Effective Time. It is intended that Edify options assumed by S1 shall qualify following the Effective Time as incentive stock options are defined in Section 422 of the Code to the extent such options qualified as such prior to the Effective Time and the provisions of this Section 1.6 shall be applied consistently with Securities and Exchange Commission (the "SEC") as such intent. As soon as reasonably practicable practicable, but in no event more than 30 days after the Effective Time a registration statement on Form S-8 or other appropriate form under Time, S1 will issue to each holder of an assumed option notice of the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration foregoing assumption by S1 of such optionsEdify option.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Each Emergent Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement that is outstanding as of the Company (collectively, the "Company Option Plans") which Effective Time that is outstanding and unexercised immediately prior thereto held by an Emergent Employee or other Emergent Business service provider shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into remain an option to purchase shares of Parent Emergent Common Stock in an amount Shares and at an exercise price determined shall be adjusted as provided below, and otherwise subject described below to reflect the terms of the Company Distribution. Each such Adjusted Emergent Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to shall be subject to the new option same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Emergent Option immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (x) the per-share exercise price of each such Adjusted Emergent Option shall be equal to the product of (I) the number per-share exercise price of shares of Company Common Stock subject the corresponding Emergent Option immediately prior to the original option and Distribution Date multiplied by (II) the Exchange Emergent Price Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be , rounded up to the nearest whole sharecent; and and (iiy) The exercise price per share the number of Parent Emergent Common Stock under the new option Shares subject to each such Adjusted Emergent Option shall be equal to the exercise price per share product of Company (I) the number of Emergent Common Stock under Shares subject to each such Adjusted Emergent Option immediately prior to the original option divided Effective Time multiplied by (II) the Exchange Emergent Share Ratio, provided that such exercise price shall be with any fractional shares rounded down to the nearest whole centshare. (bii) The adjustment provided herein with respect to any options which are "incentive stock options" (Each Emergent Option that is outstanding as defined in Section 422 of the Code) Effective Time that is held by an Aptevo Employee or other Aptevo Business service provider shall be converted into an option to purchase Aptevo Common Shares and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be adjusted as described below to reflect the Distribution. Each such Aptevo Option shall be subject to the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities terms and Exchange Commission (the "SEC") as soon as reasonably practicable conditions after the Effective Time a registration statement on Form S-8 or other appropriate form under as the Securities Act terms and conditions applicable to the corresponding Emergent Option immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (x) the per-share exercise price of 1933 each such Aptevo Option shall be equal to the product of (together I) the per-share exercise price of the corresponding Emergent Option immediately prior to the Effective Time multiplied by (II) the Aptevo Price Ratio, rounded up to the nearest whole cent; and (y) the number of Aptevo Common Shares subject to each such Aptevo Option shall be equal to the product of (A) the number of Emergent Common Shares subject to the corresponding Emergent Option immediately prior to the Effective Time multiplied by (B) the Aptevo Share Ratio, with any fractional share rounded down to the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsnearest whole share.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) all options to acquire shares of Enron Common Stock outstanding at the CompanyEffective Time under Enron's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company plans (collectively, the "Company Option Enron Stock Plans") which is outstanding identified in Section 4.5(a) of the Enron Disclosure Letter (individually, a "Enron Option" and unexercised immediately prior thereto shall cease to represent a right collectively, the "Enron Options") and (ii) all options to acquire shares of Company Dynegy Class A Common Stock outstanding at the Effective Time under Dynegy's stock plans (collectively, the "Dynegy Stock Plans") identified in Section 4.5(a) of the Dynegy Disclosure Letter (individually, a "Dynegy Option" and collectively, the "Dynegy Options") shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided belowremain outstanding following the Effective Time, and otherwise subject to the terms modifications described in this Section 4.5(a). Prior to the Effective Time, Enron, Dynegy and Newco shall take all actions (if any) as may be required to permit the assumption of such Enron Options and Dynegy Options by Newco pursuant to this Section 4.5(a). At the Effective Time, the Enron Options and the Dynegy Options shall be assumed and adjusted by Newco in the manner set forth herein and with respect to Dynegy Options that are incentive stock options within the meaning of Section 422 of the Company Option Plans pursuant Code in such manner that Newco is a corporation "assuming a stock option in a transaction to which such options have been issued Section 424(a) applies" within the meaning of Section 424 of the Code. Each Enron Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the applicable Enron Stock Plan and the agreements evidencing grants thereunder: applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, (iA) The each Enron Option shall be an option for that whole number of shares of Parent Newco Class A Common Stock to be subject (rounded up to the new option shall be next whole share) equal to the product of the number of shares of Company Enron Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Enron Option immediately prior to the nearest whole share; and Effective Time multiplied by the Enron Merger Ratio, and (iiB) The the exercise price per Newco share of Parent Common Stock under the new option shall be an amount equal to the exercise price per share of Company Enron Common Stock under subject to such Enron Option in effect immediately prior to the original option Effective Time divided by the Exchange RatioEnron Merger Ratio (the price per share, provided that such exercise price shall be as so determined, being rounded down to the nearest whole cent). Each Dynegy Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the applicable Dynegy Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, each Dynegy Option shall be an option for the number of shares of Newco Class A Common Stock equal to the number of shares of Dynegy Common Stock subject to such Dynegy Option immediately prior to the Effective Time. Without limiting the foregoing, effective at the Effective Time, Newco shall assume the Enron Corp. 1999 Stock Plan, Enron Corp. 1994 Stock Plan, Enron Corp. 1991 Stock Plan, Dynegy Inc. 2000 Long Term Incentive Plan, Dynegy Inc. 2001 Non-Executive Stock Incentive Plan and Dynegy Inc. 2001 Special Long-Term Incentive Plan (collectively, the "Assumed Plans") for purposes of employing such plans to make grants of stock options and other awards based on shares of Newco Class A Common Stock following the Effective Time; to the extent that any obligation exists at the Effective Time to issue Enron Common Stock or Dynegy Class A Common Stock under any Assumed Plan, the obligation of Newco thereafter to issue Newco Common Stock in fulfillment of such previous obligation shall be to issue the number of shares of Newco Common Stock equal to (i) in the case of Enron Common Stock, the number of shares (rounded to the nearest whole share) of Enron Common Stock subject to such obligation multiplied by the Enron Merger Ratio and (ii) in the case of Dynegy Class A Common Stock, the number of shares of Dynegy Class A Common Stock subject to such obligation; provided, however, that, if the obligation is an award of a specified dollar amount of Enron Common Stock or Dynegy Common Stock, the substitution shall be effected simply by substituting Newco Common Stock having the specified dollar value. (b) The adjustment provided herein with respect At or prior to any options the Effective Time, Newco shall take all corporate action necessary to reserve for issuance a number of shares of Newco Class A Common Stock equal to the number of shares of Newco Class A Common Stock available for issuance pursuant to the Assumed Plans (which are "incentive stock options" (as defined in Section 422 of the Code) number shall be and is intended the sum of (i) the product (rounded to be effected in a manner which is consistent with Section 424(athe nearest whole share) of the Code. The duration and other terms number of the new option shall be the same as the original option except that all references shares of Enron Common Stock available for issuance immediately prior to the Company Effective Time multiplied by the Enron Merger Ratio plus (ii) the number of shares of Dynegy Common Stock available for issuance immediately prior to the Effective Time). Promptly following the Closing Date, Newco shall be deemed to be references to Parent. (c) Parent agrees to file with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement Registration Statement on Form S-8 (or a post-effective amendment on Form S-8 with respect to the Form S-4 or such other appropriate form under the Securities Act form) covering all such shares of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Newco Class A Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to shall cause such registration statement to remain effective until (and shall cause the exercise prospectus or expiration prospectuses relating thereto to remain compliant with applicable securities laws) for as long as there are outstanding any such Enron Options or Dynegy Options or, with respect to Assumed Plans other than the Enron Stock Plans or Dynegy Stock Plans, for as long as required under applicable securities laws. (c) Except as otherwise specifically provided by this Section 4.5, the terms of the Enron Options and Dynegy Options and the relevant Enron Stock Plans and Dynegy Stock Plans, as in effect on the Effective Time, shall remain in full force and effect with respect to the Enron Options and Dynegy Options, as applicable, after giving effect to the Mergers and the assumptions by Newco as set forth above; similarly, the terms of each other Assumed Plan shall remain in full force and effect after giving effect to the Mergers and the assumptions by Newco as set forth above. As soon as practicable following the Effective Time, Newco shall deliver to the holders of Enron Options and Dynegy Options and beneficiaries of awards under Assumed Plans other than Enron Stock Plans and Dynegy Stock Plans appropriate notices setting forth the rights of such optionsholders and beneficiaries pursuant to the respective Enron Stock Plans and Dynegy Stock Plans and other Assumed Plans and under the agreements evidencing the grants of such Enron Options and Dynegy Options, and that such Enron Options and Dynegy Options and such Assumed Plans shall be assumed by Newco and shall continue in effect on the same terms and conditions (subject to any adjustments required by this Section 4.5).

Options. (a) At the Effective Time, each option granted by the Company Saratoga to purchase shares of Company Saratoga Common Stock under (i) the Company's 1993 Incentive Stock Option Planeach, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the an "Company Option PlansSaratoga Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Saratoga Common Stock and shall be converted automatically into an option to purchase shares of Parent SJNB Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company stock option plans of Saratoga (the "Saratoga Stock Option Plans pursuant to which such options have been issued Plans") and the agreements evidencing grants thereunder: , including but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the consummation of the Merger as and to the extent required by such plans and agreements): (ia) The the number of shares of Parent SJNB Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Saratoga Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares of Parent SJNB Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and and (iib) The the exercise price per share of Parent SJNB Common Stock under the new option shall be equal to the exercise price per share of Company Saratoga Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. (b) The adjustment provided herein with respect to . In the case of any options which are "incentive stock options" (as defined in Section section 422 of the Code) ), the exercise price, the number of shares purchasable pursuant to such options and the terms and conditions of exercise of such options shall be and is intended determined in order to be effected in a manner which is consistent comply with Section section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company Saratoga shall be deemed to be references to ParentSJNB. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company Witco to purchase shares of Company Witco Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Witco Common Stock and shall be converted automatically into an option to purchase shares of Parent Newco Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company Option Plans appropriate Witco Employee Benefit Plan pursuant to which such options have been issued (such plans collectively the "Witco Stock Plans") and the agreements evidencing grants thereunder:): (i) The number of shares of Parent Newco Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Witco Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares of Parent Newco Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Newco Common Stock under the new option shall be equal to the exercise price per share of Company Witco Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centcent (as so adjusted, a "Substitute Option"). (b) The adjustment provided herein with respect to any options which that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which that is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option option, except that all references to the Company Witco shall be deemed to be references to ParentNewco. (c) Parent agrees to file with Securities and Exchange Commission Within ten (the "SEC"10) as soon as reasonably practicable days after the Effective Time a registration statement Time, Newco shall register under the Securities Act on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable best efforts to cause such registration statement maintain the effectiveness thereof) shares of Newco Common Stock issuable pursuant to remain effective until all Substitute Options. (d) Effective at the exercise Effective Time, Newco shall assume each Substitute Option in accordance with the plan or expiration of such optionsarrangement under which it was issued and the stock option agreement by which it is evidenced.

Options. (a) At As of the Effective TimeRedemption Date, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Liberty Entertainment Stock in (each, an amount and at an exercise price determined as provided below"Outstanding Liberty Entertainment Option") will be split, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunderautomatically, into two option awards: (i) The an option award (an "LEI Option") to purchase the number and series of whole shares of Parent Common LEI Stock to be subject which the holder would have received on the Redemption Date with respect to the new option shall be equal to the product of the number of shares of Company Common Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment Option if the original option and holder had exercised such Outstanding Liberty Entertainment Option immediately prior to the Exchange Ratio; Redemption Date (but subject to any modification to the terms of such LEI Option as provided that for in Section 2.4(b) of the Merger Agreement)), with any fractional shares fraction of Parent Common Stock resulting from such multiplication shall be a share rounded down to the nearest whole sharenumber; and (ii) The exercise price per share an adjusted option award (an "Adjusted Liberty Entertainment Option") to purchase the number and series of Parent Common whole shares of Liberty Entertainment Stock under which the new option shall be equal holder would have retained immediately following the Redemption Date had the holder exercised such Outstanding Liberty Entertainment Option immediately prior to the exercise price per Redemption Date, with any fraction of a share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. number. The aggregate intrinsic value of each Outstanding Liberty Entertainment Option will be allocated between the LEI Option and the Adjusted Liberty Entertainment Option, with the exercise price of each calculated in accordance with the formula set forth on Schedule 3.3 (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 fraction of a cent rounded up). It is the intent of the Code) formula set forth on Schedule 3.3 that the exercise price and the number of shares of Liberty Entertainment Stock and LEI Stock subject to such options shall be and is intended to be effected determined in a manner which is consistent with the requirements of Section 424(a) 424 of the CodeCode to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordingly. The duration and All other terms of the new option shall LEI Options and related Adjusted Liberty Entertainment Options (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the original option corresponding Outstanding Liberty Entertainment Option, except (A) as described above and (B) that all references the options will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the Company shall be deemed holders of one or more series of LMC common stock (subject to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (any acceleration of vesting otherwise provided or permitted by the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration terms of such optionsaward).

Options. (a) At the Effective Time, each option granted by the Company All options to purchase shares of Company Common Stock (each, a “Company Stock Option”) outstanding, whether or not exercisable and whether or not vested, at the Effective Time, issued under any Company Stock Plan and any other plan or agreement pursuant to which Company Stock Options have been issued, in each case as such may have been amended, supplemented or modified, shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed by Acquiror in such manner that Acquiror (i) is a corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the Company's 1993 Incentive Stock Option Plan, meaning of Section 424 of the Code and the regulations thereunder or (ii) to the Company's 1993 extent that Section 424 of the Code does not apply to any such Company Stock Options, would be such a corporation were Section 424 of the Code applicable to such Company Stock Options. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Acquiror, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Acquiror (each, a “Substitute Option”) shall be exercisable upon the same terms and conditions as under the applicable Company Stock Option Plan for Non-Employee Directors and the applicable option agreement issued thereunder, except that (iiiA) any other stock option plan or arrangement of each such Substitute Option shall be exercisable for, and represent the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided belowacquire, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The that whole number of shares of Parent Acquiror Common Stock to be subject (rounded upward to the new option shall be nearest whole share) equal to the product of the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the original option and the Common Stock Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to and (B) the nearest whole share; and (ii) The exercise option price per share of Parent Acquiror Common Stock under the new option shall be an amount equal to the exercise option price per share of Company Common Stock under subject to such Company Stock Option in effect immediately prior to the original option Effective Time divided by the Common Stock Exchange RatioRatio (the option price per share, provided that such exercise price shall be as so determined, being rounded down upward to the nearest whole cent. (b) The adjustment provided herein with respect ). Such Substitute Option shall otherwise be subject to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same terms and conditions as the original option except that all references to the such Company shall be deemed to be references to ParentStock Option. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) Except as set forth in Section 1.5(b), all Options outstanding immediately prior to the Effective Time, shall terminate and neither IDRC nor TeleSpectrum will have any obligation thereunder to the extent such Options are not exercised prior to the Effective Time. (b) Subject to the other terms and conditions in this Section 1.5, in lieu of the termination of Options as set forth in Section 1.5(a), each holder of outstanding Options may elect, prior to the Effective Time, to have any Option held by such holder assumed by TeleSpectrum and become a new option (an "Assumed Option") to purchase Merger Shares and Warrants and containing substantially the same terms and conditions as are in effect for the original Option outstanding immediately prior to the Effective Time only if such holder (i) agrees to place in escrow in accordance with Section 1.6 of this Agreement, a portion of the Assumed Option (an "Escrow Option") that is exercisable solely for that number of shares of TeleSpectrum Common Stock equal to (A) the product of (1) the total number of Shares of IDRC Common Stock underlying such Assumed Option immediately prior to the Effective Time divided by the Total IDRC Shares Outstanding, and (2) $12,000,000 divided by the "Trading Value" (as defined in Section 1.6(b)), and (ii) completing and returning to IDRC prior to the Effective Time a notice of election of assumption to be provided by IDRC (in form and substance acceptable to TeleSpectrum) to each holder of Options as soon as practicable after the date hereof. Each Assumed Option shall be evidenced by two certificates, one representing the Escrow Option and one representing the remaining portion of the Assumed Option (the "Non-Escrow Option"). (c) At the Effective Time, each option granted by Assumed Option shall entitle the Company holder thereof to purchase shares that number of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors Merger Shares and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined Warrants as provided set forth below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The the number of shares of Parent Common Stock Merger Shares to be subject to the new option issuable upon exercise of each Assumed Option shall be equal to the product of (A) the number of shares of Company IDRC Common Stock subject to the corresponding original option Option and (B) (1) 9,200,000 divided by (2) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share; and (ii) the number of Warrants Shares underlying the Warrants to be issued upon the exercise of each Assumed Option shall be equal to the product of (A) the number of shares of IDRC Common Stock subject to the corresponding original Option and (B) (1) 3,000,000 divided by (2) the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole warrant. (d) The exercise price per share of Parent TeleSpectrum Common Stock under the new option each Assumed Option shall be equal to (i) the exercise price per share of Company the IDRC Common Stock under the corresponding original option Option divided by (ii) (A) 9,200,000 divided by (B) the Exchange RatioTotal IDRC Shares Outstanding, provided that such exercise price shall be rounded down rounded, if necessary, up or down, to the nearest whole cent. The exercise price for each Escrow Option and each Non-Escrow Option shall be based solely on the number of Escrow Shares represented thereby. (be) The adjustment provided herein shares of TeleSpectrum Common Stock subject to each Warrant underlying each Assumed Option are obtainable only after such Assumed Option and Warrant are properly exercised in accordance with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parenttheir respective terms. (cf) Parent agrees to file with Securities and Exchange Commission (the "SEC") as As soon as reasonably practicable after the Effective Time Time, TeleSpectrum shall (i) deliver to holders of the original Options, agreements representing the Escrow Options and Non-Escrow Options and (ii) file a registration statement on Form S-8 (or other appropriate any successor form under thereto) registering the Securities Act Merger Shares to be issued to the holders of 1933 (together with Escrow Options and Non-Escrow Options upon the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under such Options and to maintain the Company Option Plans and use its reasonable efforts to cause effectiveness of such registration statement to (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain effective until the exercise or expiration of such optionsoutstanding.

Options. (a) At Conectiv shall take all action reasonably necessary so that, immediately prior to the Effective Time, each outstanding stock option granted by issued under the Company to purchase shares Conectiv Stock Option Plan shall become vested and exercisable as of Company Common Stock under the Effective Time and shall, at the election of the holder thereof, be either (i) canceled and the Company's 1993 Incentive holder thereof shall be entitled to receive at the Effective Time from Conectiv or as soon as practicable thereafter (but in no event later than 10 days after the Effective Time) from HoldCo or Surviving Corporation B in consideration for such stock option an amount in cash equal to (A) the excess, if any, of the Conectiv Common Stock Option PlanCash Consideration under Section 1.8(b)(ii) over the exercise price per share previously subject to such stock option, less any required withholding taxes, multiplied by (B) the number of shares of Conectiv Common Stock subject to such stock option, or (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The a number of shares of Parent HoldCo Common Stock to be subject to the new option shall be (a "Converted Option") equal to the product of the number of shares of Company Conectiv Common Stock subject to the original such stock option and the number of shares of HoldCo Common Stock equal to the Conectiv Common Stock Exchange Ratio; Ratio under Section 1.8(b)(ii) (provided that any fractional shares of Parent Common Stock share resulting from such multiplication shall be rounded up or down to the nearest whole share; and (ii) ). The exercise price per share terms and conditions of Parent Common Stock under the new Converted Option shall remain the same as the terms and conditions of the related stock option shall be equal to of Conectiv, except that the exercise price per share of Company Common Stock under each Converted Option shall equal the original exercise price per share of such stock option divided by the number of shares of HoldCo Common Stock equal to the Conectiv Common Stock Exchange Ratio, Ratio under Section 1.8(b)(ii) (provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein ). HoldCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of HoldCo Common Stock for delivery upon exercise of the Converted Options. HoldCo shall use its best efforts to cause the registration of the shares of HoldCo Common Stock subject to the Converted Options to become effective as part of the Form S-4, or on the same date as the Form S-4 is declared effective; and, thereafter, HoldCo shall file one or more registration statements on appropriate forms with respect to any options which are "incentive stock options" (as defined in Section 422 shares of HoldCo Common Stock subject to the Code) Converted Options and shall be and is intended use its best efforts to be effected in a manner which is consistent with Section 424(a) maintain the effectiveness of the Code. The duration and other terms of the new option shall be the same such registration statement or registration statements for so long as the original option except that Converted Options remain outstanding. Conectiv and HoldCo shall take all references such steps as may be required to cause the Company shall be deemed transactions contemplated by this Section 5.6 and any other dispositions of Conectiv equity securities (including derivative securities) or acquisitions of HoldCo equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Conectiv or (ii) at the Effective Time will become a director or officer of HoldCo to be references to Parent. (c) Parent agrees to file with Securities and become exempt under Rule 16b-3 promulgated under the Exchange Commission (the "SEC") as Act. As soon as reasonably practicable after the Effective Time a registration statement on Form S-8 Time, HoldCo shall deliver or other cause to be delivered to each holder of Converted Options an appropriate form under notice setting forth such holder's rights pursuant to the Securities Act of 1933 (together with Conectiv Stock Option Plan and agreements evidencing the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration grants of such optionsConverted Options, after giving effect to the transactions hereunder.

Options. (a) At the Effective Time, each option granted by the Company all employee and director stock options to purchase shares of Company USBC Common Stock under (i) the Company's 1993 Incentive each, a "USBC Stock Option PlanOption"), (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is are then outstanding and unexercised immediately prior thereto unexercised, shall cease to represent a right to acquire shares of Company USBC Common Stock and shall be converted automatically into an option options to purchase shares of Parent FBS Common Stock in an amount and at an exercise price determined as provided belowStock, and otherwise FBS shall assume each such USBC Stock Option subject to the terms thereof, including but not limited to the accelerated vesting of such options which shall occur in connection with and by virtue of the Company Option Plans pursuant Merger as and to which the extent required by the plans and agreements governing such options have been issued USBC Stock Options; provided, however, that from and after the agreements evidencing grants thereunder: Effective Time, (i) The the number of shares of Parent FBS Common Stock to be subject to the new option purchasable upon exercise of such USBC Stock Option shall be equal to the product of the number of shares of Company USBC Common Stock subject that were purchasable under such USBC Stock Option immediately prior to the original option and Effective Time multiplied by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded , and rounding to the nearest whole share; and , and (ii) The the per share exercise price under each such USBC Stock Option shall be adjusted by dividing the per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common each such USBC Stock under the original option divided Option by the Exchange Ratio, provided that such exercise price shall be rounded and rounding down to the nearest whole cent. (b) . The terms of each USBC Stock Option shall, in accordance with its terms, be subject to further adjustment provided herein as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to any options FBS Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each USBC Stock Option which are is intended to be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms of the new option Accordingly, with respect to any incentive stock options, fractional shares shall be the same as the original option except that all references rounded down to the Company nearest whole number of shares and where necessary the per share exercise price shall be deemed rounded down to be references to Parentthe nearest cent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At Prior to the Effective Time, each option granted by the Company Board (or, if appropriate, any committee thereof) shall take any actions necessary, including adopting appropriate resolutions, to provide that, concurrent with the Effective Time: (a) each outstanding, unexpired and unexercised option to purchase shares of Company Common Stock (the “Company Options”) granted under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement plans of the Company or under any individual consultant, employee or director agreement (collectivelythe “Company Stock Plans”), the "whether or not then exercisable, conditioned or vested, shall fully vest and be deemed to be exercised and cancelled and each holder of a Company Option Plans"shall receive at the Effective Time (or as soon as practicable thereafter, but in any event no later than three Business Days after the Closing Date), in consideration of the deemed exercise and cancellation of such Company Option, a payment by the Surviving Corporation (or, at Parent’s option, Parent) which is outstanding and unexercised immediately prior thereto shall cease in cash (subject to represent a right any applicable withholding or other Taxes required to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock withheld by applicable Law), without interest, in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option (assuming such Company Option is fully vested and currently exercisable) and (y) the original option and excess, if any, of the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to Merger Consideration over the exercise price per share of Company Common Stock under subject to such Company Option (such amounts payable hereunder being referred to as the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. “Option Payments”) and (b) The adjustment provided herein each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured by the value of a number of shares of Company Common Stock, and each award of any kind consisting of shares of Company Common Stock, granted under Company Stock Plans (including restricted stock, restricted stock units, deferred stock and performance awards), other than Company Options (each, a “Company Stock-Based Award”), whether or not then vested, shall vest on the terms set forth in the applicable Company Stock Plan and related agreements (or, if such Company-Stock Based Awards would not otherwise vest, the Company Board shall cause such Company-Stock Based Awards to vest in accordance with the applicable Company Stock Plan), and shall be cancelled and each beneficiary of a Company Stock-Based Award providing for such beneficiary to receive shares of Company Common Stock shall, in lieu thereof, be entitled to, and shall be paid pursuant to Section 3.2, the Merger Consideration payable pursuant to Section 3.1.1 in respect to of such shares of Company Common Stock; provided, however, that the balance of any options which are "incentive stock options" (as defined performance shares granted in Section 422 2006 and listed on Appendix A of the Code) Company Disclosure Schedule which have not yet vested at the date of the Closing after giving effect to the pro-ration language set forth in the 2006 Performance Share Award Agreement for such grants shall not vest and shall be canceled. At and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunderTime, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the each Company Option Plans and use its reasonable efforts each Company Stock-Based Award shall be cancelled and shall only entitle the holder thereof to cause such registration statement to remain effective until the exercise or expiration of such optionspayment as described in this Section 3.5.

Options. To the extent that acceleration by ICH of the exercisability of any outstanding option to purchase shares of ICH Common Stock (a"ICH Options") At is permitted but not required by the applicable governing instrument, then ICH shall not elect to cause such acceleration to occur. In connection therewith, at the Effective Time, each option granted to the extent not prohibited by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement terms of the Company (collectivelyrelevant governing instrument, the "Company each ICH Option Plans") which that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company ICH Common Stock and shall be converted automatically into an option to purchase shares of Parent ACT Common Stock Shares in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of ICH's Stock Option and Awards Plan (the Company "ICH Option Plans pursuant to which such options have been issued Plan"), and the agreements evidencing grants thereunder:, including, subject to the provisions of the first sentence of this Section 2.3, the accelerated vesting of ICH Options that shall occur in connection with and by virtue of the Merger as and to the extent required by the ICH Option Plan or such agreements): (ia) The the number of shares of Parent ICH Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company ICH Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares fraction of Parent an ACT Common Stock Share resulting from such multiplication shall be rounded down to the nearest whole share; and (iib) The the exercise price per share of Parent ICH Common Stock under the new option shall be equal to the exercise price per share of Company ICH Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which ICH Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which that is consistent with Section 424(a) of the CodeCode and, to the extent it is not so consistent, Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the new option shall be the same as the original option except that all references to the Company ICH shall be deemed to be references to Parentthe Surviving Entity. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) If the Employee's employment is terminated following a Change of Control as a result of an Involuntary Termination other than for Cause, then the unvested portion of any stock option held by the Employee under the Company's 1993 Incentive Stock Option Planstock option plans shall automatically become fully vested and exercisable as of the Termination Date and the Employee or the Employee's representative, as the case may be, shall have the right to exercise all or any portion of such stock option, in addition to any portion of the option vested or exercisable prior to such termination. If a termination of Employee's employment results in acceleration of vesting of any option, the Employee shall have 24 months following the Termination Date to exercise such option, notwithstanding any contrary provision of the option agreement. (ii) If a Change of Control occurs within 90 days following the termination of Employee's employment as a result of an Involuntary Termination other than for Cause, then Employee or the Employee's representative, as the case may be, shall be fully vested in and have the right to exercise all options which were not vested or exercisable as of the Termination Date, at the same exercise price as would have applied if Employee had still been employed at the time of the Change in Control. Promptly following the occurrence of any such Change of Control within such 90 days, the Company will provide to the Employee written notice of such Change of Control and a written statement as to the number of shares vested and exercisable by Employee as a result of this Section 5(d)(ii) and the exercise price or prices thereof. The right to exercise such option shall continue for 24 months following the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement delivery of the Company (collectively, written notice contemplated by the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares preceding sentence. In the event that the securities issuable upon exercise of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product converted into different securities as a result of the number Change of shares of Company Common Stock subject Control, or have been converted into a right to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (receive consideration as defined in Section 422 a result of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) Change of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunderControl, the "Securities Act") to register Parent Common Stock issuable Employee shall, upon exercise of options under such option, be entitled to receive the Company Option Plans and use its reasonable efforts same securities or consideration as Employee would have received had the option been exercised immediately prior to cause such registration statement to remain effective until the exercise or expiration Change of such optionsControl.

Options. (a) At Nabisco hereby grants to Holdings, on the Effective Timeterms and conditions set forth herein, each option granted by a continuing right (the Company "Class B Common Stock Option") to purchase shares of Company Common Stock under (i) from Nabisco, at the Company's 1993 Incentive Stock Option Plantimes set forth herein, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Class B Common Stock as is necessary to be subject allow the Holdings Entities to maintain the new option then-current Ownership Percentage. The Class B Common Stock Option shall be equal assignable, in whole or in part and from time to the product of the number of shares of Company Common Stock subject time, by Holdings to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) Holdings Entity. The exercise price per share for the shares of Parent Class B Common Stock under purchased pursuant to the new option Class B Common Stock Option shall be equal to the exercise price per share Market Price of Company the Class A Common Stock under as of the original option divided date of first delivery of notice of exercise of the Class B Common Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded down Holdings (or its permitted assignee hereunder) to the nearest whole centNabisco. (b) The adjustment provided herein with respect provisions of Section 2.01(a) hereof notwithstanding, the Class B Common Stock Option granted pursuant to any options which are "incentive stock options" (as defined in Section 422 of the Code2.01(a) shall not apply and shall not be exercisable in connection with the issuance by Nabisco of any shares of Class B Common Stock upon the exercise of stock options granted pursuant to Nabisco's Long Term Incentive Plan or any successor plan, so long as, from and is intended after the date hereof and prior to the issuance of such shares upon exercise of options, Nabisco has repurchased from shareholders such number of shares as shall be equal to or greater than the total number of shares previously issued or to be effected issued under the Nabisco Long Term Incentive Plan or any successor plan in a manner which is consistent connection with Section 424(a) any such exercise of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parentoptions. (c) Parent agrees Nabisco hereby grants to file with Securities Holdings, on the terms and Exchange Commission conditions set forth herein, a continuing right (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (Nonvoting Stock Option" and, together with the rules and regulations thereunderClass B Common Stock Option, the "Securities ActOptions") to register Parent Common purchase from Nabisco, at the times set forth herein, such number of shares of Nonvoting Stock issuable upon as is necessary to allow the Holdings Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall be assignable, in whole or in part and from time to time, by Holdings to any Holdings Entity. The exercise price for the shares of options under Nonvoting Stock purchased pursuant to the Company Nonvoting Stock Option Plans and use its reasonable efforts shall be the price at which such Nonvoting Stock is then being sold to cause such registration statement to remain effective until the exercise or expiration of such optionsthird parties.

Options. (a) At As of the Effective Time, each option granted and as determined by the Company LMC Board pursuant to purchase shares its authority granted under the applicable stock incentive plan of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectivelyLMC, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto following shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunderoccur: (i) The each outstanding LMC Option to purchase shares of Liberty Capital Stock, whether vested or unvested (each, an “Outstanding LMC Capital Option”), will be converted, automatically, into a Splitco Option to purchase the same number and series of shares of Parent Common Splitco Capital Stock to be subject to the new option shall be equal to the product of (a “Splitco Capital Option”) as the number and series of shares of Company Common Liberty Capital Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Outstanding LMC Capital Option immediately prior to the nearest whole shareEffective Time; and (ii) The each outstanding LMC Option to purchase shares of Liberty Starz Stock, whether vested or unvested (each, an “Outstanding LMC Starz Option”), will be converted, automatically, into a Splitco Option to purchase the same number and series of shares of Splitco Starz Stock (a “Splitco Starz Option”) as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz Option immediately prior to the Effective Time. In addition, the per share exercise price per share of Parent Common Stock under the new option shall each Splitco Capital Option will be equal to the per share exercise price of the corresponding Outstanding LMC Capital Option, and the per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall of each Splitco Starz Option will be rounded down equal to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 per share exercise price of the Code) corresponding Outstanding LMC Starz Option; provided, that the exercise price and number of shares subject to each Splitco Capital Option and Splitco Starz Option shall in any event be and is intended to be effected determined in a manner which is consistent with the requirements of Section 424(a) 409A of the Code. The duration and All other terms of the new option shall Splitco Capital Options and Splitco Starz Options (including the vesting terms thereof) will, in all material respects, be the same as those of the original option corresponding Outstanding LMC Capital Option and Outstanding LMC Starz Option, respectively, except that all references the Splitco Options will continue to vest so long as the Company shall be deemed to be references to Parent. holder provides service (c) Parent agrees to file with Securities and Exchange Commission (whether as an employee, non-employee director or consultant, as the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act"case may be) to register Parent Common Stock issuable upon any of LMC, a Qualifying Subsidiary or their respective Subsidiaries; provided, that the terms and conditions of exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until Splitco Options shall in any event be determined in a manner consistent with Section 409A of the exercise or expiration of such optionsCode.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject Subject to the terms and conditions of this Agreement, ARIDIS hereby grants to GSK an exclusive option (the Company Option Plans pursuant “Option”) to which such options have been issued and the agreements evidencing grants thereunderobtain : (i) an exclusive, worldwide, royalty bearing license, with the right to grant sublicenses, under ARIDIS Arising IP and ARIDIS’ s interest in the Joint Arising IP and (ii) a non-exclusive, worldwide, royalty bearing license, with the right to grant sublicenses, under ARIDIS Background IP to research, have researched, develop, have developed, make, have made, use, have used, sell, have sold, offer for sale and import the Vaccine Products in the Field. (b) GSK may exercise the Option by providing written notice to ARIDIS at any time during the Collaboration Term (as may be extended under Section 3.3) and 6 (six) months after the acknowledgment by the JSC of the completion of the Collaboration Program according to Section 2.1(d)(viii) (the “Option Period-). (c) Upon GSK’s exercise of its Option rights under this Section 4.1 (a), the Parties shall negotiate the terms of the License Agreement in good faith within ninety (90) Business Days following notification by GSK of exercise of said Option rights, or for such additional time as may be mutually agreed by the Parties (the “Negotiation Period”). The number License Agreement shall include the main terms that are set forth in Exhibit C as well as other usual terms in a license agreement which terms shall be negotiated in good faith by the Parties. (d) Subject to Section 11.5, if as of shares the expiration of Parent Common Stock the Term, the License Agreement is not executed between the Parties, then: (i) Subject to any other provision in this Agreement providing one Party with exclusive rights after the expiration of the Term, each Party and its Affiliates shall have the right (as joint owner and without any requirement of gaining the consent of, or accounting to, the other Party) to practice its interests in any Joint Arising IP and Joint Collaboration Patents in and outside the Field but if a Party decides to grant a license to a Third Party under Joint Arising IP for use in the Field, it shall be subject required to share equally the revenues of such license (to the new option extent relating to the license of Joint Arising IP) with the other Party and such license shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole sharenon-exclusive only; and (ii) The exercise price per share For the avoidance of Parent Common Stock under the new option doubt, GSK shall be equal have no obligation to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down enter into discussions with ARIDIS regarding any license or other access to the nearest whole centGSK Intellectual Property. (be) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references Notwithstanding anything to the Company contrary herein, if GSK exercises the Option in the Field and the Parties execute the License Agreement then, each Party and its Affiliates shall be deemed thereafter have the right to be references practice its interests in the Joint Collaboration Patents and, subject to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunderconfidentiality obligations, the "Securities Act") Joint Arising IP solely outside the Field as joint owner, without any requirement of gaining the consent of, or accounting to, the other Party but not to register Parent Common Stock issuable upon exercise of options under grant license to Third Parties in the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsField.

Options. (a) At the Effective Time, each option granted by the Subject Company to purchase shares of Subject Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the each a "Subject Company (collectively, the "Company Option PlansOption") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Subject Company 1995 Performance Stock Plan, the Subject Company 1991 Performance Stock Plan (as amended), the Subject Company 1988 Performance Stock Plan (as amended), the Subject Company 1983 Performance Stock Plan (as amended), the Subject Company Performance Stock Plan of 1980 (as amended and restated) and the Subject Company 1991 Director Option Plans pursuant to which such options have been issued Plan (as amended and restated), as the case may be (collectively, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder:, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the Merger as and to the extent required by such plans and agreements)): (i1) The the number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Subject Company Common Stock subject to the original option and the Common Exchange Ratio; , provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii2) The the exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Subject Company Common Stock under the original option divided by the Common Exchange Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. (b) . The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the CodeCode and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the new option shall be the same as the original option (subject to Section 6.7(b) hereof) except that all references to the Subject Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, Parent shall assume the Company Stock Plans as well as the rights, duties and obligations of the Company with respect to the administration of such plans. (b) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Planeach, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans"a“Company Option”) which is outstanding and unexercised immediately prior thereto thereto, whether vested or unvested, shall cease to represent a right to acquire shares of Company Common Stock and shall be assumed and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount acquire, on the same terms and at an exercise price determined conditions as provided below, and otherwise subject were applicable to the terms of the original Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The Option, that number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of determined by multiplying the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded Company Option immediately prior to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided Effective Time by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole share of Company Common Stock, at a price per share (rounded up the nearest one-hundredth of a cent. (b) The adjustment provided herein with respect equal to the per share exercise price specified in such Company Option divided by the Exchange Ratio; provided, however, that in the case of any options Company Option to which are "incentive stock options" (as defined in Section 421 of the Code applies by reason of its qualification under Section 422 of the Code) , the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be and is intended to be effected determined in a manner which is consistent with the requirements of Section 424(a) of the Code. The duration and other terms parties will make good faith efforts to make equitable adjustments to ensure that the conversions of Company Options contemplated by this Section 3.4(b) comply with Section 409A of the new option shall be the same as the original option except that all references Code. Prior to the Company Effective Time, Parent shall be deemed reserve for issuance the number of shares of Parent Common Stock necessary to be references to satisfy Parent’s obligations under this Section 3.4. (c) Parent agrees to file with Securities and Exchange Commission (On the "SEC") same day as soon as reasonably practicable after the Effective Time (if it has not done so prior thereto), Parent shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register the sale of shares of Parent Common Stock issuable upon exercise of options under pursuant to the Company Option Plans Options assumed by Parent pursuant to Section 3.4(a), and use its reasonable efforts to Parent shall cause such registration statement to become and remain effective until the exercise or expiration earlier of (i) the date on which all such optionsassumed Company Options are no longer outstanding and (ii) the date on which all such shares of Parent Common Stock issuable pursuant to all such assumed Company Options are tradable without restriction as to volume pursuant to Rule 144 of the Securities Act. In addition, Parent shall take further actions as may be reasonably necessary to include under such registration statement all shares of Parent Common Stock issuable pursuant to all such assumed Company Options of those persons who are directors of the Company immediately prior to the Effective Time.

Options. (a) At the Effective Time, each option granted by the Company FNB to purchase shares of Company FNB Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company FNB Common Stock and shall be converted automatically into an option to purchase shares of Parent LSB Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company Option FNB Stock Plans pursuant to which such options have been issued (as defined below) and the agreements evidencing grants thereunder:): (i) The number of shares of Parent LSB Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company FNB Common Stock subject to the original option and the Exchange Ratio; , provided that any fractional shares of Parent LSB Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent LSB Common Stock under the new option shall be equal to the exercise price per share of Company FNB Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "“incentive stock options" ” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code) ”)), shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company FNB shall be deemed to be references to ParentLSB. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company to purchase shares a share of the Company Common Stock under (ian "Option" and, collectively, the "Options") outstanding and unexercised as of the Company's 1993 Effective Time granted pursuant to the 1985 Incentive Stock Option Plan, (ii) the 1985 Non-Qualified Stock Option Plan, the 1995 Long Term Incentive Stock Plan, any other equity-based plans or agreements of or with the Company's 1993 , any of its Subsidiaries or SRH providing for the granting of options with respect to Company Common Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and shall represent the right to receive the following consideration in settlement thereof. With respect to any Option which is, as of the Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the Merger Consideration over such Option's exercise price (the "Option Spread") as soon as practicable after the Effective Time. With respect to any Option which is outstanding and unexercised immediately prior thereto not, as of the Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject pay to the terms of optionholder thereof the Company Option Plans Spread as soon as practicable after the date when (but only if) such Option would otherwise have vested had such Option not been canceled pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratiohereto; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratioprovided, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein however, with respect to any options which are "incentive stock options" optionholder whose employment is terminated without cause by the Successor Corporation or any of its Subsidiaries while such Option would have been outstanding had it not been canceled pursuant hereto, such Option shall be deemed to vest on the date of such termination. At the Effective Time, each option to purchase a share of the SRH Common Stock (as defined in Section 422 4.2) (a "SRH Option" and, collectively, the "SRH Options") outstanding and unexercised as of the CodeEffective Time granted pursuant to the 1989 Stock Option Plan, any other equity-based plans or agreements of or with SRH or any of its Subsidiaries providing for the granting of options with respect to SRH Common Stock (collectively, the "SRH Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and is intended shall represent the right to be effected receive the following consideration in a manner settlement thereof. With respect to any SRH Option which is consistent with Section 424(a) is, as of the Code. The duration and other terms Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission Merger Consideration over such SRH Option's exercise price (the "SECSRH Option Spread") as soon as reasonably practicable after the Effective Time a registration statement Time. With respect to any SRH Option which is not, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the SRH Option Spread as soon as practicable after the date when (but only if) such SRH Option would otherwise have vested had such SRH Option not been canceled pursuant hereto; provided, however, with respect to any optionholder whose employment is terminated without cause by SRH or any of its Subsidiaries while such SRH Option would have been outstanding had it not been canceled pursuant hereto, such SRH Option shall be deemed to vest on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration date of such optionstermination. Notwithstanding the foregoing, no optionholder shall be entitled to any payment hereunder unless he or she delivers to Parent a consent to the cancellation of the Option or SRH Option (as the case may be) in a form to be prescribed by Parent. All payments made pursuant to this Section 1.6 shall be reduced by all applicable withholding taxes and other similar charges.

Options. Schedule 2.8 of the Camco Disclosure Schedules (adefined hereafter) At sets forth all of the Camco stock option plans (“Camco Option Plans”) and all grantees holding unexercised and unexpired options to acquire Camco Common Stock (“Camco Options”) as of the date of this Agreement (“Camco Optionholder”), including the name of each such Camco Optionholder, the date on which each Camco Option was granted, the expiration date of each Camco Option, the price at which each Camco Option may be exercised under the Camco Option Plans, the number of shares of Camco Common Stock subject to each Camco Option and the status of the Camco Option grant as qualified or non-qualified under Section 422 of the Code. Upon the Effective TimeDate, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Camco Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is then outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Camco Common Stock and shall be converted automatically into an option to purchase shares of Parent First Place Common Stock in an amount and at an exercise price determined as provided belowStock, and otherwise subject to First Place shall assume each such Camco Option, in accordance with the terms of the Company Camco Stock Option Plans pursuant to and stock option or other agreement by which such options have been issued it is evidenced, except that from and after the agreements evidencing grants thereunder: Effective Time, (i) The First Place and the Compensation Committee of its Board of Directors shall be substituted for Camco and the committee of the Board of Directors of Camco (including, if applicable, the entire Board of Directors of Camco) administering such Camco Option Plans, (ii) each Camco Option assumed by First Place may be exercised solely for shares of First Place Common Stock, (iii) the number of shares of Parent First Place Common Stock to be subject to the new option such Camco Option shall be equal to the product of the number of shares of Company Camco Common Stock subject to such Camco Option immediately prior to the original option and Effective Time multiplied by the Exchange Ratio; Ratio (as may be adjusted), provided that any fractional shares of Parent First Place Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and , and (iiiv) The the per share exercise price under each such Camco Option shall be adjusted by dividing the per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided each such Camco Option by the Exchange RatioRatio (as may be adjusted), provided that such exercise price shall be rounded down up to the nearest whole cent. . Notwithstanding clauses (biii) The adjustment provided herein and (iv) of the preceding sentence, (i) each Camco Option shall be adjusted in compliance with respect to any options which are "incentive stock options" (as defined in Section 422 409A of the Code, and the regulations promulgated thereunder, and (ii) each Camco Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and is intended the regulations promulgated thereunder, so as not to be effected in constitute a manner which is consistent with modification, extension or renewal of the option within the meaning of Section 424(a424(h) of the Code. The duration First Place and other terms Camco agree to take all necessary steps to effect the foregoing provisions of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parentthis Section 2.8. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (aAll outstanding RedChip Options as of the date of this Agreement are set forth on Schedule 2.6(c) At attached hereto. Each outstanding RedChip Option granted under the RedChip Stock Option Plan shall, in accordance with the terms of the RedChip Stock Option Plan, at the Effective Time, become fully vested and exercisable at the exercise price and for the number of shares of RedChip Stock set forth in the respective RedChip Stock Option Agreements under which they were granted. Any shares of RedChip Stock for which such RedChip Options are exercised prior to the Effective Time shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if certificates evidencing such RedChip Stock have not been issued by RedChip and, at the Effective Time, such shares of RedChip Stock shall be converted into Merger Shares in accordance with Section 2.6 hereof, subject to the provisions of Section 2.6(h) hereof, related to fractional shares. Except to the extent exercised prior to the Effective Time as provided in the foregoing sentence, at the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock outstanding RedChip Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors shall terminate and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a the right to acquire shares of Company Common Stock RedChip Stock. FRT shall grant to each holder of RedChip Options who did not exercise his or her RedChip Options prior to the Effective Time (and shall be converted automatically into an option which were terminated at the Effective Time) options (the "Substitute Options") to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common FRT Stock subject as the holder of such RedChip Options would have been entitled to receive pursuant to the original option and Merger had such holder exercised such RedChip Options in full immediately prior to the Effective Time, at a price per share equal to the result of multiplying the per share exercise price of such RedChip Option by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be Ratio (rounded to the nearest whole share; and full cent). The Substitute Options shall vest as follows: (i) for the RedChip Options which were vested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall be immediately exercisable at the time of grant and (ii) The for the RedChip Options which were unvested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall vest over the shorter period of (x) the two year period beginning at the Effective Time and (y) the vesting schedule of the original RedChip Options (without regard to any acceleration thereof). Notwithstanding the foregoing, the number of and the per share exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options each RedChip Option which are is an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms , as necessary in order for such RedChip Option to be an "incentive stock option." Accordingly, with respect to any incentive stock options, fractional shares of the new option FRT Stock shall be the same as the original option except that all references rounded down to the Company nearest whole number of shares and, where necessary, the per share exercise price shall be deemed rounded up to be references to Parentthe nearest cent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At Except as set forth in Section 3.1(e), the Company shall cause all Common Options, whether or not vested, that are outstanding immediately prior to the Effective Time, to be cancelled as of the Effective Time, and in exchange therefor, the Surviving Corporation shall pay to each option granted by Common Optionholder, in consideration of the Company to purchase shares cancellation of Company such Common Stock under Option: (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be in cash equal to the product of (x) the excess, if any, of (A) the Per Share Portion of the Estimated Merger Consideration over (B) the applicable exercise price per share of Company Common Stock issuable under such Common Option, multiplied by (y) the number of shares of Company Common Stock subject to such Common Option (the original option “Exercise Number” for such Common Option) (the “Estimated Common Option Merger Consideration”); and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be an amount in cash equal to the product of (x) the Exercise Number for such Common Option multiplied by (y) the excess, if any, of (A) the sum of the Per Share Portion of any Additional Merger Consideration and the Per Share Portion of the Estimated Merger Consideration over (B) the sum of the applicable exercise price per share of Company Common Stock issuable under such Common Option and the original option divided by amount, if any, of the Exchange Ratio, provided excess described in clause (i)(x) of this Section 3.1(d) (the “Additional Common Option Merger Consideration”). No holder of a Common Option that such has an exercise price per share that is equal to or greater than the Per Share Portion of the Estimated Merger Consideration shall be rounded down entitled to the nearest whole cent. (b) The adjustment provided herein any payment with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable such Common Option before or after the Effective Time a registration statement on Form S-8 or other appropriate form under and all such Common Options shall be cancelled for no consideration. All payments of (1) Estimated Common Option Merger Consideration shall be made (without interest) no later than the Securities Act of 1933 next payroll payment to such Common Optionholders but in no event sooner than three (together with 3) Business Days after the rules Closing Date and regulations thereunder(2) Additional Common Option Merger Consideration shall be made (without interest) no later than the next payroll date that is no earlier than three (3) Business Days after the date the Surviving Corporation receives any Additional Common Option Merger Connection to such Common Optionholders, the "Securities Act") to register Parent or, if such Common Stock issuable upon exercise of options under Optionholder is not employed by the Company on such date, by check. The aggregate consideration to which Common Optionholders become entitled pursuant to this Section 3.1(d) is collectively referred to herein as the “Common Option Plans and use its reasonable efforts Merger Consideration.” The Company shall take all necessary actions in order to cause such registration statement to remain effective until the exercise or expiration of such optionseffectuate this Section 3.1(d).

Options. (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Acquiror Common Stock in an amount and at an exercise price determined as provided belowStock, and otherwise Acquiror shall assume each such Company Stock Option subject to the terms of thereof; provided, however, that from and after the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: Effective Time, (i) The the number of shares of Parent Acquiror Common Stock to be subject to the new option purchasable upon exercise of such Company Stock Option shall be equal to the product of the number of shares of Company Common Stock subject that were purchasable under such Company Stock Option immediately prior to the original option and Effective Time multiplied by the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded , and rounding to the nearest whole share; and , and (ii) The the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share of Parent Common Stock under the new option shall be equal to the exercise price per share of each such Company Common Stock under the original option divided Option by the Exchange Ratio, provided that such exercise price shall be rounded and rounding down to the nearest whole cent. (b) . The terms of each Company Stock Option shall, in accordance with its terms, be subject to further adjustment provided herein as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to any options Acquiror Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Stock Option which are is intended to be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and other terms where necessary the per share exercise price shall be rounded down to the nearest cent. (b) In order to effectuate the adjustment of the new option Company Stock Options provided for in the proviso to Section 3.04(a), the Company represents and warrants to, and agrees with, the Acquiror that the Company (or as appropriate, the Company Board) shall take all action required to be taken such that (i) holders of Stock Options issued under the Company's Incentive Stock Option Plan will not receive the cash payment for such Stock Options as provided in the second sentence of Section 10 of such Plan (which shall be effected) either by resolving that this Agreement and the same transactions contemplated hereby (including the Company Meeting and any Merger) do not constitute a "Change of Control" for purposes of such Section or by taking such other action with the prior consent of Acquiror, provided that such other action is taken prior to the date on which a "Change of Control" would otherwise occur in the absence of the Company Board resolution to the contrary) and (ii) under Section 11 of the Company's Incentive Stock Option Plan, at the Effective Time, all Company Stock Options shall be adjusted as provided in Section 3.04(a) (and shall not be canceled in exchange for payment as contemplated by clause (ii) of the original option except first sentence of that all references to Section). Notwithstanding any other provision in this Agreement, the Company shall be deemed permitted to take such action or to cause such action to be references taken as may be required for each Company Stock Option (x) to Parentfully vest and become immediately exercisable at the Effective Time and (y) to remain exercisable after the Effective Time for the remaining term of such Company Stock Option, in both cases notwithstanding the action of the Company referred to in the first sentence of this Section 3.04(b). (c) Parent agrees At or prior to file the Effective Time, the Company shall take all action necessary with Securities and Exchange Commission (respect to the "SEC") as soon as reasonably practicable after Company's Incentive Stock Option Plan to permit the assumption of the then outstanding Company Stock Options by Acquiror pursuant to this Section. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in the Company's Incentive Stock Option Plan or other plans, programs or arrangements of the Company or any of its Subsidiaries shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Acquiror to assume the Company's Incentive Stock Option Plan. The Company shall further take all action necessary to amend the Company's Incentive Stock Option Plan to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, Acquiror shall assume the Company's Incentive Stock Option Plan; provided, that such 8 13 assumption shall be only in respect of the assumed Company Stock Options and that Acquiror shall have no obligation with respect to any awards under the Company's Incentive Stock Option Plan other than the assumed Company Stock Options or to make any additional grants or awards under such assumed plan. (d) The Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery pursuant to the terms set forth in this Section 3.04. Subject to any applicable limitations under the Securities Act, Acquiror shall either (i) file a registration statement on Form S-8 (or other appropriate form under any successor form), effective as of the Securities Act Effective Time, with respect to the shares of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Acquiror Common Stock issuable upon exercise of options under the Company Option Plans and Stock Options, or (ii) file any necessary amendments to the Company's previously filed registration statement(s) on Form S-8 in order that the Acquiror will be deemed a "successor registrant" thereunder, and, in either event the Acquiror shall use its reasonable best efforts to cause maintain the effectiveness of such registration statement to statement(s) (and maintain the current status of the prospectus or prospectuses relating thereto) for so long as such options shall remain effective until the exercise or expiration of such options.outstanding. ARTICLE IV

Options. (a) At The Company shall take all actions necessary to provide that at the Effective Time, (i) each option granted by outstanding at the Company Effective Time to purchase shares of Company Common Stock granted under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 2000 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectivelyeach a "Company Stock Option") shall be cancelled and (ii) in consideration of the cancellation of each fully-vested, exercisable Company Stock Option (including Company Stock Options that are subject to accelerated vesting as a result of the Merger), the "holder of such fully-vested, exercisable Company Stock Option Plans"(including Company Stock Options that are subject to accelerated vesting as a result of the Merger) which is outstanding shall receive, upon surrender and unexercised immediately prior thereto shall cease to represent a right to acquire shares cancellation of the option agreement representing such Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in Options, an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be in cash equal to the product of (x) the excess of the Estimated Per Share Amount over the per share exercise price of such fully-vested, exercisable Company Stock Options, times (y) the number of shares of Company Common Stock subject to such fully-vested, exercisable Company Stock Option (the original option and aggregate amount of such payments, the Exchange Ratio; provided "Aggregate Option Consideration"). Company Stock Options not fully-vested or not otherwise exercisable (other than those that any fractional are subject to accelerated vesting as a result of the Merger) shall be cancelled without consideration. All shares of Parent Common Stock resulting from such multiplication underlying the vested, exercisable Company Stock Options shall not be rounded to the nearest whole share; and (ii) The exercise price per share deemed outstanding for purposes of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centthis Article 2. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (Company shall, as defined in Section 422 of the Code) shall be and is intended Effective Time, pay in cash the entire amount payable under the Phantom Stock Award Agreement to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references ▇▇▇▇, being an amount equal to the Company shall be deemed Estimated Per Share Amount times the number of phantom stock units issued to be references to Parent▇▇▇▇ ("Phantom Stock Consideration") under such agreement and cancel such agreement. (c) Parent agrees All payments of the Aggregate Option Consideration and the Phantom Stock Consideration shall be paid from the Estimated Merger Consideration and shall be subject to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsapplicable withholding Taxes.

Options. (a) At and after the Effective Time, each option granted by the Company LBI and MNB to purchase shares of Company LBI Common Stock under (i) the Company's 1993 Incentive Stock Option Planand MNB Common Stock, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectivelyrespectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company either LBI Common Stock or MNB Common Stock and shall be converted automatically into an option to purchase shares of Parent Newco Common Stock (the "LBI Converted Stock Options" and the "MNB Converted Stock Options," respectively) in an amount and at an exercise price determined as provided below, below and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing the grants thereunderof such options: (i) The the number of shares of Parent Newco Common Stock to be subject to the new option each LBI Converted Stock Option shall be equal to the product of the number of shares of Company LBI Common Stock subject to the original option and the LBI Exchange Ratio; , provided that any fractional shares of Parent Newco Common Stock resulting from such multiplication shall be rounded up to the nearest next highest whole share; and; (ii) The the exercise price per share of Parent Newco Common Stock under the new option LBI Converted Stock Option shall be equal to the exercise price per share of Company LBI Common Stock under the original option divided by the LBI Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent; (iii) the number of shares of Newco Common Stock to be subject to each MNB Converted Stock Option shall be equal to the product of the number of shares of MNB Common Stock subject to the original option and the MNB Exchange Ratio, provided that any fractional shares of Newco Common Stock shall be rounded up to the next highest whole share; and (iv) the exercise price per share of Newco Common Stock under the MNB Converted Stock Option shall be equal to the exercise price per share of MNB Common Stock under the original option divided by the MNB Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. (b) The adjustment provided herein in this Section with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) ), shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option LBI Converted Stock Options and MNB Converted Stock Options shall be the same as the original option except that all references to LBI or MNB, as the Company case may be, shall be deemed to be references to ParentNewco. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the First Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Galaxy Class A Common Stock in an amount (“Option”) (whether vested or unvested) shall be deemed fully vested and at an exercise price determined as provided belowshall be canceled, and otherwise each holder of an Option shall be entitled to receive in exchange therefor, subject to the terms any withholding Taxes, a portion of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be Final Merger Consideration equal to the product of (i) the number of shares of Company Common Stock subject to the original option Galaxy Shares for which such Option is exercisable and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The the amount by which the value of the Final Per Share Merger Consideration (with the value of Parent Shares and Warrants determined with reference to the Parent Average Trading Price and the Warrant Value, respectively) exceeds the per share exercise price per share of Parent Common Stock such Option, if any (the “Option Consideration”); provided, that any Option granted under the new option shall be equal Stock Plan shall, in lieu of the foregoing and as of immediately prior to the exercise price per share First Effective Time, be deemed fully vested, be deemed exercised in full and be converted into the number of Company Common Stock under the original option divided by the Exchange RatioGalaxy Shares, provided that such exercise price shall be rounded down to the nearest whole cent. share (beach, an “Option Share”), having a fair market value (as reasonably determined by the Galaxy Board utilizing the Parent Average Trading Price and the Warrant Value) equal to the Option Consideration that would have otherwise been payable in respect of such Option under this Section 2.1(b). Each Option Share shall be treated as an issued and outstanding Galaxy Share for all purposes hereunder, except that the holder of an Option Share shall not be required hereunder to deliver a Letter of Transmittal or surrender share certificates in respect of such Option Share prior to receiving any portion of the Closing Date Merger Consideration payable in respect of such Option Share and shall instead deliver, as a condition precedent to the receipt of the Closing Date Merger Consideration, an Optionholder Release Agreement prior to the Closing. From and after the First Effective Time, each holder of Options converted into the right to receive the Option Consideration which were not granted under the Stock Plan (“Non-Compensatory Options”) shall be required, as a condition precedent to the receipt of the Option Consideration, to surrender the document or agreement evidencing such Non-Compensatory Option (or an affidavit of loss in form and substance satisfactory to Parent related thereto) and deliver an optionholder release agreement in the form attached hereto as Exhibit C (the “Optionholder Release Agreement”). At or after the First Effective Time, upon surrender of such document or agreement evidencing a Non-Compensatory Option or its loss by the holder of such Non-Compensatory Option together with an Optionholder Release Agreement, the holder of such Non-Compensatory Option shall be entitled to receive in exchange therefor, without interest, the Option Consideration (or, in the event that such surrender occurs prior to the Closing Date, then at the Closing). The adjustment provided herein Option Consideration shall be paid to the Option holders in the same proportion of cash, Parent Shares and Warrants as the Final Per Share Merger Consideration is paid to holders of Galaxy Class A Common Stock, and the holders of Non-Compensatory Options may elect by written notice to Parent to receive the cash portion of the Option Consideration either by check or wire transfer of immediately available funds. With respect to any Option Shares, (A) the cash portion of the Closing Date Class A Per Share Merger Consideration shall be paid, subject to any applicable withholding Taxes on the deemed exercise with respect to any options which are "incentive stock options" (as defined in Section 422 the total value of the CodeClosing Date Class A Per Share Merger Consideration, by the Final Surviving Company utilizing its payroll system as promptly as practicable, but in any event on the date of payment during the first full payroll cycle following the First Effective Time and (B) the Parent Shares and Warrant portions of the Closing Date Merger Consideration shall be and delivered on the Closing Date; provided, that if the cash portion of the Closing Date Merger Consideration paid in respect of an Option Share is intended less than the amount of Taxes required to be effected withheld and the holder of such Option Share does not pay or cause to be paid to Parent in cash the remaining amount of Taxes required to be withheld, Parent shall withhold from such holder’s Closing Date Merger Consideration a manner number of Parent Shares the value of which is consistent (determined by reference to the Parent Average Trading Price) when combined with Section 424(a) the cash portion of the Code. The duration Closing Date Merger Consideration paid to such holder equals the amount required to be withheld and other terms shall cause the full amount of the new option shall Taxes required to be the same as the original option except that all references withheld to be timely paid over to the Company shall be deemed to be references to Parentappropriate Governmental Entity. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each option granted by the Company All options to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option PlansOptions") which is outstanding ), and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option all options to purchase shares of Parent Common Stock in an amount and ("Parent Options"), outstanding at an exercise price determined as provided below, and otherwise subject to the terms Effective Time under any stock option plan or other arrangement of the Company Option Plans shall remain outstanding following the Effective Time. Prior to the Effective Time, the Company shall take all action necessary with respect to each of its stock option plans or other arrangements pursuant to which Company Options will be outstanding immediately prior to the Effective Time such options have been issued and that as of the agreements evidencing grants thereunder: Effective Time (i) The each Company Option shall entitle the holder thereof to purchase such number of shares of Parent Common Stock to be subject to the new option shall be as is equal to the product of (x) the number of shares of Company Common Stock subject to such option immediately prior to the original option Effective Time and (y) the Exchange Ratio; provided that any fractional shares of Ratio (whether or not the Applicable Transaction is the Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and Merger) and (ii) The the exercise price per share of Parent Common Stock under subject to any such Company Option as of and after the new option Effective Time shall be equal to (x) the exercise price per share of the Company Common Stock under subject to such Company Option immediately prior to the original option Effective Time divided by (y) the Exchange RatioRatio (whether or not the Applicable Transaction is the Parent Merger). As of the Effective Time, provided that such exercise price Parent shall be rounded down to assume all obligations of the nearest whole centCompany in respect of outstanding Company Options. (b) The adjustment provided herein Notwithstanding the foregoing, the number of shares of Parent Common Stock deliverable upon exercise of each Company Option at and after the Effective Time as contemplated by paragraph (a) above shall be rounded, if necessary, to the nearest whole share of Parent Common Stock, and the exercise price with respect thereto shall be rounded, if necessary, to any the nearest one one-hundredth of a cent (it being understood that all options exercisable at the same price and granted on the same date to the same individual shall be aggregated for this purpose). Other than as provided in paragraph (a) above and in the prior sentence of this paragraph (b), as of and after the Effective Time, each Company Option shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time, but giving effect to the Applicable Transaction. (c) As soon as practicable after the Effective Time, Parent shall deliver (i) to the holders of Company Options which are "incentive stock options" become fully vested and exercisable by virtue of the Applicable Transaction a notice stating that by virtue of the Applicable Transaction and pursuant to the terms of the relevant Company Employee Plan (as defined in Section 422 3.10(a)) such Company Options have become fully vested and exercisable and (ii) to the holders of all Company Options a notice stating that the Code) agreements evidencing the grants of such Company Options shall be continue in effect on the same terms and is intended conditions (subject to be effected in a manner which is consistent with the adjustments, if any, required by this Section 424(a) of 2.7 after giving effect to the Code. The duration transactions contemplated hereby and other the terms of the new option shall be the same as the original option except that all references to the relevant Company shall be deemed to be references to ParentEmployee Plan). (cd) Parent agrees shall take all corporate action necessary to file with Securities reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options and Exchange Commission (shall use reasonable best efforts to ensure that such shares are listed on the "SEC") as NYSE upon issuance. As soon as reasonably practicable after the Effective Time Time, Parent shall file with the SEC a registration statement on Form S-8 of the SEC (if available) (or any successor or other appropriate form under form) with respect to the Securities Act shares of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common A-14 16 Stock issuable upon the exercise of such options under the Company Option Plans and shall use its reasonable best efforts to cause maintain the effectiveness of such registration statement statement, and to remain effective maintain the current status of the prospectus or prospectuses contained therein, until the exercise all such options have been exercised, expired or expiration of such optionsforfeited.

Options. (a) At Prior to the Effective Time, the Company shall take such action as may be necessary for all Options (as hereinafter defined) granted pursuant to the Option Plan (as hereinafter defined) to be exercisable in full as of immediately prior to the Effective Time. (b) The Company shall take all requisite action such that, at the Effective Time, all Cashout Options (as hereinafter defined) held by each particular holder shall be canceled and such holder shall be entitled to receive from the Company, in respect of each Cashout Option, cash (subject to any applicable withholding tax) in an amount equal to the difference of (i) the product of (x) the Per Share Cash Consideration, multiplied by (y) two and (ii) the per share exercise price of such Cashout Option. From and after the Effective Time, each option granted by Cashout Option shall only represent the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of receive the cash payment provided in this Section 2.7(b). (c) The Company Common Stock and shall take all requisite action such that, at the Effective Time, all Rollover Options (as hereinafter defined) held by each particular holder shall be converted automatically into assumed by Parent and deemed to constitute an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined acquire, except as provided belowin Section 2.7(f), on the same terms and otherwise subject conditions, mutatis mutandis (including, without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split or other similar event), as were applicable under such Rollover Option prior to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The Effective Time, a number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of (i) the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from the holder of such multiplication shall be rounded Rollover Option would have been entitled to receive pursuant to the nearest whole share; and Merger had such holder exercised such Rollover Option in full immediately prior to the Effective Time (not taking into account whether or not such Rollover Option was in fact then exercisable), multiplied by (ii) The exercise two, at a price per share of Parent Common Stock under the new option shall be equal to (x) the per share exercise price per for a share of Company Common Stock under the original option divided by the Exchange Ratio, provided that purchasable pursuant to such exercise price shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.Rollover

Options. (a) At the Effective TimeClosing, each option granted by the Company outstanding Option shall be terminated in exchange for each Optionholder’s right to purchase shares receive, without interest, an amount of Company Common Stock under cash equal to (i) the Company's 1993 Incentive Stock Option Plan, product obtained by multiplying (iiA) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject issuable upon the exercise of the Options held by such Optionholder by (B) the excess, if any, of the Per Share Price over the exercise price per share attributable to such Options (such amount being hereinafter referred to as the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and “Closing Option Consideration”), plus (ii) the portion of any Working Capital Adjustment to which the Optionholders are entitled pursuant to Section 2.06, plus (iii) the portion of Deferred Payments to which the Optionholders are entitled pursuant to Section 2.07 (collectively, the “Option Consideration”). The Closing Option Consideration shall be paid by Buyer to the Company at Closing. The Option Consideration shall be treated as compensation paid by the Company as and when received by the Optionholder thereof to whom such payment is due. Upon receipt of any Option Consideration, the Company shall distribute the applicable Option Consideration to each Optionholder, through the Company’s payroll, net of applicable Tax withholding and any other applicable deductions, through a special payroll as soon as reasonably practicable or on the next regularly scheduled payroll date. Such withheld amounts shall also be deemed to be part of the applicable payment and shall be treated for all purposes of this Agreement as having been paid to such Optionholder. (b) Notwithstanding anything contained herein to the contrary, Buyer shall only be obligated to make payments with respect to Options that have an exercise price per share of Parent Common Stock under below the new option shall be equal to Per Share Price, whether or not such Options are vested on the Closing Date. Any Option that has an exercise price per share of Company Common Stock above the Per Share Price will automatically terminate at Closing. The Option Consideration shall be due and payable to the Optionholders regardless of whether all or any portion of any Option has not vested under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centterms set forth therein. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At The Company will cause all outstanding Options to be canceled effective as of the Effective Time, at which time each option granted by holder of an Option (an “Optionholder”) will be entitled, in accordance with Section 1.09 and as set forth on the Company Consideration Schedule, to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of receive from Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be in cash equal to the product of (a) the number excess of shares the Per Share Portion of Company Common Stock subject to the original option and Final Residual Cash Consideration over the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The applicable exercise price per share of Parent such Option, multiplied by (b) the number of Class B Common Stock under Shares such holder could have purchased if such holder had exercised such Option in full immediately prior to such time, less applicable Taxes withheld; provided that at the new option shall Closing, the amount to be paid with respect to each Option will be based upon the Closing Residual Cash Consideration, payable to the holder thereof in accordance with this Section 1.04. For any Options for which the exercise price of such Option is greater than or equal to the exercise price per share Per Share Portion of Company Common Stock under the original option divided by Closing Residual Cash Consideration allocable to such Option, such Option will be terminated for no consideration. The aggregate consideration to which Optionholders become entitled pursuant to this Section 1.04 is collectively referred to herein as the Exchange Ratio, “Option Merger Consideration.” Parent will cause the Surviving Corporation or one of its Subsidiaries to pay the Option Merger Consideration to the Optionholders promptly following the Closing Date through the Surviving Corporation’s or the applicable Subsidiary’s payroll; provided that such exercise price shall no Optionholder will be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 paid, and is not entitled to, his or her portion of the Code) shall be Option Merger Consideration until he or she has executed and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references delivered to the Company shall be deemed an option cancellation agreement substantially in the form of Exhibit F attached hereto (an “Option Cancellation Agreement”). Parent will cause the Surviving Corporation or the applicable Subsidiary to be references make timely payment to Parentthe appropriate taxing authority or authorities of any amounts withheld from payment to the Optionholders under this Section 1.04. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At the Effective Time, each outstanding option granted by the Company to ------- purchase shares of Company Headlands Common Stock under the Headlands Stock Plans (i) the Company's 1993 Incentive each, a "Headlands Stock Option PlanOption"), (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan whether vested or arrangement of the Company (collectivelyunvested, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common acquire, on the same terms and conditions as were applicable under such Headlands Stock in an amount and at an exercise price determined as provided belowOption, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company GreenPoint Common Stock equal to (a) the number of shares of Headlands Common Stock subject to the original option and Headlands Stock Option, multiplied by (b) the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from Ratio (such multiplication shall be product rounded to the nearest whole share; and number) (ii) The a "Replacement Option"), at an exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be (rounded down to the nearest whole cent. ) equal to (by) The adjustment provided herein the aggregate exercise price for the shares of Headlands Common Stock which were purchasable pursuant to such Headlands Stock Option divided by (z) the number of full shares of GreenPoint Common Stock subject to such Replacement Option in accordance with the foregoing. At or prior to the Effective Time, GreenPoint shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GreenPoint Common Stock for delivery upon exercise of the Headlands Stock Options assumed by it in accordance with this Section 3.6. As soon as reasonably practicable after the Effective Time, GreenPoint shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form (or shall cause such Headlands Stock Options to be deemed to be an option issued pursuant to a GreenPoint stock option or compensation plan for which a sufficient number of shares of GreenPoint Common Stock have previously been registered pursuant to an appropriate registration form) with respect to any options the shares of GreenPoint Common Stock subject to such Headlands Stock Options, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus(es) contained therein) for so long as such Headlands Stock Options remain outstanding. Notwithstanding the foregoing, each Headlands Stock Option which are is intended to be an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be and is intended to be effected adjusted in a manner which is consistent accordance with the requirements of Section 424(a) 424 of the Code. The duration and other terms At or prior to the Effective Time, Headlands shall take all action, if any, necessary with respect to the Headlands Stock Plans to permit the replacement of the new option outstanding Headlands Stock Options by GreenPoint pursuant to this Section 3.6. At the Effective Time, GreenPoint shall assume the 1997 Executive and Non-Employee Director Stock Option Plan; provided, that such assumption shall be only in respect of the same as the original option except Replacement Options and that all references GreenPoint shall have no obligation with respect to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form any awards under the Securities Act of 1933 (together with Headlands Stock Plans other than the rules Replacement Options and regulations thereunder, the "Securities Act") shall have no obligation to register Parent Common make any additional grants or awards under such assumed Headlands Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsPlans.

Options. (a) At the Effective TimeThe Stock Option Agreement dated June 16, each option granted by 2003 between the Company to purchase shares and Mr. Masiz, a copy of Company Common Stock under which is attached hereto as exhibit A, remains in full force and effect. (i) In the Company's 1993 Incentive Stock Option Planevent of change in capitalization of the Company as result of stock split, merger, reorganization, consolidation, recapitalization, stock dividend or other significant corporate transaction that, in the sole discretion of the Board of directors of the applicable company(ies), materially affects the Options, the Board will make a corresponding equitable adjustment in the exercise price of the Options per share of as it determines, in its sole discretion, to be necessary so that, upon exercise, the adjustment shall reflect any change in value of the shares. Nothing in this section shall require the Board to consider an adjustment in the event the Company issues additional shares, or to require the Board to treat this term to be an anti-dilution adjustment. The parties only intend the scope of this section to permit equitable adjustment in the event of a change in capitalization as described above. (ii) Mr. Masiz shall have the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) right to designate all or any other stock option plan or arrangement portion of the Company (collectivelyOptions as "non-qualified stock options" which may be transferable by Mr. Masiz to his spouse, lineal descendants and/or trusts for their benefit; PROVIDED such transfer and the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise transferred Options remain subject to the terms and provisions of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common 2003 Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centIncentive Plan. (biii) The adjustment Options shall, except as otherwise provided herein or in the applicable Stock Option Agreement, become vested 50% on the date of grant and the balance in two equal annual installments of 25% on each of the first two anniversaries of the date of grant, subject, in the case of each installment, to Mr. Masiz's continued employment with respect to any options which are "incentive stock options" the Company until the applicable vesting date for such installment, PROVIDED that in the event of termination of Mr. Masiz's employment with the Company by the Company Without Cause, termination of Mr. Masiz's employment with the Company by Mr. Masiz for Good Reason, or upon a Change in Control (in each case, as defined in Section 422 herein), the unvested portion of the Code) Options shall be and is intended to be effected in a manner which is consistent with Section 424(a) become vested as of the Code. The duration and other terms applicable Date of Termination or, in the event of a Change in Control, as of the new option shall be date on which the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission Change in Control is effectuated (the "SECCHANGE IN CONTROL DATE") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options).

Options. Except as otherwise provided in this Section 1.5, the terms and provisions of the stock options (athe “Options”) At held by those the Company option holders under the Company’s 1998 Stock Option/Stock Issuance Plan and the Company’s 1995 Employee Stock Option Plan (collectively, the “Company Option Plans”) will continue in full force and effect following the Combination. By virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall will be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be sum (rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Rationumber, provided that such exercise price shall be but rounded down to the nearest whole cent. (b) The adjustment provided herein with respect number in the case of each Option that is intended to any options which are "be an “incentive stock options" (as defined in option” within the meaning of Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(aCode (an “ISO”)) of (x) the Code. The duration and other terms number of shares of Parent Common Stock into which the new option shall be the same as the original option except that all references to the shares of Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of the Option would have been converted in the Merger, (y) the Cash Amount into which the shares of Company Common Stock issuable upon exercise of the Option would have been converted in the Merger divided by the Actual Closing Parent Stock Price and (z) the Additional Cash Amount into which the shares of Company Common Stock issuable upon exercise of the Option would have been converted in the Merger, if any, divided by the Actual Closing Parent Stock Price (the “Option Share Number”). The exercise price per share for each Option after the Effective Time will be determined by dividing the aggregate exercise price for such Option by the Option Share Number (rounded to the nearest whole cent, but rounded up to the nearest whole cent in the case of each Option that is intended to be an ISO). The term, exercisability, vesting schedule, and all other terms and conditions of each Option will to the extent permitted by Law and otherwise reasonably practicable be unchanged; provided that the exercisability of the Options shall not accelerate as a result of the Merger or the transactions contemplated by this Agreement; provided further that options under granted to non-employee directors shall fully vest and the repurchase rights shall fully lapse in accordance with the terms of the Company Option Plans and use Plan. Notwithstanding anything in this Agreement to the contrary, each Option that is intended to be an ISO shall be adjusted in accordance with the requirements of Section 424 of the Code in order to preserve its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsstatus as an ISO.

Options. (a) At As of the Effective Time, all options to purchase Adsmart Common Shares issued by Adsmart pursuant to its stock option plans or otherwise ("Adsmart Options"), whether vested or unvested, shall be assumed by the Buyer. Immediately after the Effective Time, each option granted by the Company to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Adsmart Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and the Effective Time shall be converted automatically into deemed to constitute an option to purchase shares of Parent Common Stock in an amount acquire, on the same terms and conditions as were applicable under such Adsmart Option at an exercise price determined as provided belowthe Effective Time, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Buyer Common Stock as is equal to be the number of Adsmart Common Shares subject to the new option shall be equal to unexercised portion of such Adsmart Option multiplied by the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that Conversion Ratio (with any fractional shares of Parent Common Stock fraction resulting from such multiplication shall to be rounded down to the nearest whole share; and (ii) number). The exercise price per share of Parent Common Stock under the new option each such assumed Adsmart Option shall be equal to the exercise price per share of Company Common Stock under such Adsmart Option immediately prior to the original option Effective Time, divided by the Exchange Ratio, provided that such exercise price shall be Conversion Ratio (rounded down up to the nearest whole cent). The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of Adsmart Options shall otherwise remain unchanged. (b) The adjustment provided herein with respect As soon as practicable after the Effective Time, the Buyer or the Surviving Corporation shall deliver to any options which are "incentive stock options" (the holders of Adsmart Options appropriate notices setting forth such holders' rights pursuant to such Adsmart Options, as defined amended by this Section 1.8, and the agreements evidencing such Adsmart Options shall continue in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be effect on the same as the original option except that all references terms and conditions (subject to the Company shall be deemed to be references to Parentamendments provided for in this Section 1.8 and such notice). (c) Parent agrees The Buyer shall take all corporate action necessary to file reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of Adsmart Options assumed in accordance with Securities and Exchange Commission (the "SEC") as this Section 1.8. As soon as reasonably practicable after the Effective Time (subject to the availability of all required financial statements), the Buyer shall file a registration statement Registration Statement on Form S-8 (or other appropriate form any successor form) under the Securities Act of 1933 (together with the rules and regulations thereunderas amended, the "Securities Act") with respect to register Parent all shares of Buyer Common Stock issuable upon exercise of options under the Company Option Plans subject to such Adsmart Options that may be registered on a Form S-8, and shall use its reasonable efforts to cause such registration statement to remain effective until maintain the exercise or expiration effectiveness of such optionsRegistration Statement for so long as such Adsmart Options remain outstanding.

Options. (a) At the Effective Time, each option granted by the Company IFC to purchase shares of Company IFC Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto (excluding any and all IFC Rights (as hereinafter defined), all of which shall have been redeemed, and thereby extinguished, terminated and cancelled without any right of exercise, prior to the Effective Time) shall cease to represent a right to acquire shares of Company IFC Common Stock and shall be converted automatically into an option to purchase shares of Parent Pinnacle Common Stock in an amount and at an exercise price determined as provided below, below (and otherwise subject to the terms of the Company Option Plans pursuant to IFC benefit plans under which such options have been they were issued (collectively, the "IFC Stock Plans") and the agreements evidencing grants thereunder:): (i) The number of shares of Parent Pinnacle Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company IFC Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole shareoption; and (ii) The exercise price per share of Parent Pinnacle Common Stock under the new option shall be equal to the exercise price per share of Company IFC Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent. (b) option. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company IFC shall be deemed to be references to ParentPinnacle. (cb) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after At the Effective Time Time, each option granted by Pinnacle to purchase shares of Pinnacle Common Stock which is outstanding and unexercised immediately prior thereto shall continue to represent a registration statement on Form S-8 or other appropriate form right to acquire shares of Pinnacle Common Stock and shall remain an issued and outstanding option to purchase from the Surviving Corporation shares of Pinnacle Common Stock in the same amount and at the same exercise price subject to the terms of the Pinnacle benefit plans under the Securities Act of 1933 which they were issued (together with the rules and regulations thereundercollectively, the "Securities ActPinnacle Stock Plans") to register Parent Common Stock issuable upon exercise of options under and the Company Option Plans agreements evidencing grants thereunder, and use its reasonable efforts to cause such registration statement to remain effective until shall not be affected by the exercise or expiration of such optionsMerger.

Options. (a) At the Effective Time, each option granted by the Company Should any counterparty to an Option exercise its right to purchase shares any individual Property or the applicable portion thereof (an “Excluded Option Property”), Seller shall promptly notify Buyer of Company Common Stock under the same in writing, in which event (i) the Company's 1993 Incentive Stock this Agreement will terminate as to only such Excluded Option PlanProperty and this Agreement shall be deemed modified to exclude such Excluded Option Property from this Agreement, (ii) the Company's 1993 Stock Allocated ▇▇▇▇▇▇▇ Money attributable to such Excluded Option Plan for Non-Employee Directors and Property shall be immediately returned to Buyer, (iii) the Purchase Price shall be reduced by the Allocated Asset Value of such Excluded Option Property, and (iv) neither party hereto shall have any further rights or obligations with respect to such Excluded Option Property hereunder other stock option plan or arrangement than those which expressly survive the termination of this Agreement. To the Company (collectivelyextent the Option held by Nutramax Laboratories, Inc. with respect to the individual Property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is exercised by such tenant, the "Company term “Excluded Option Plans") which is outstanding and unexercised immediately prior thereto shall cease Property” as used with respect to represent a right to acquire shares of Company Common Stock and such Option shall be converted automatically into an option deemed to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: include both (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, provided that such exercise price shall be rounded down to the nearest whole cent▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (b) The adjustment provided Notwithstanding the foregoing, if, after the date on which a portion of Property becomes an Excluded Option Property, but prior to the date that is twelve (12) months after the Closing Date, either (i) such counterparty defaults on its obligation to purchase such Excluded Option Property, or (ii) such Excluded Option Property otherwise becomes available for sale by the applicable Seller, then Seller shall promptly notify Buyer. Within a period of ten (10) Business Days from the date of delivery of such notice, Buyer shall have the right, at its sole option, to elect to cause Seller to sell such Excluded Option Property to Buyer at the Allocated Asset Value of such Excluded Option Property set forth herein and otherwise in accordance with the terms of this Agreement by delivering written notice from Buyer to Seller (“Option Inclusion Event”). If Buyer does not timely exercise its right to acquire such Excluded Option Property, then Buyer shall have no obligation to buy, and Seller shall have no obligation to sell, such Excluded Option Property. If an Option Inclusion Event occurs in accordance with the terms of this Agreement, Buyer shall have the right, in its sole discretion, to schedule the Closing with respect to any options which are "incentive stock options" such Excluded Option Property on the earlier of (as defined in Section 422 i) the Closing Date and (ii) up to sixty (60) days after the date of the Code) shall be and is intended to be effected Option Inclusion Event. If an Option Inclusion Event occurs in a manner which is consistent accordance with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company this Agreement, this Agreement shall be deemed amended to include the Excluded Option Property for all purposes under this Agreement and such Excluded Option Property shall be references subject to Parentthe terms and conditions of this Agreement, including the covenants of Seller related thereto. For the avoidance of doubt, in the event the Closing for the Excluded Option Property occurs on a date other than the Closing Date, all prorations in this Agreement and the Survival Period for representations, warranties and covenants established in this Agreement (other than those related solely to such Excluded Option Property) that are based on the Closing Date shall still be calculated based on the Closing Date (and not the date the Closing relative to such Excluded Option Property occurs), but all prorations for such Excluded Option Property, and the Survival Period for representations, warranties and covenants related solely to such Excluded Option Property shall be calculated as of the date the Closing relative to such Excluded Option Property actually occurs. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act The provisions of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such optionsthis Section 9.3 shall survive Closing.

Options. (a) At the Effective Time, each option granted by the Company Pursuant to purchase shares of Company Common Stock under (i) the Company's 1993 Incentive Stock Option Plan, (ii) the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other a stock option plan or arrangement satisfying the requirements of Section 162(m), the Company shall, after the Commencement Date, recommend to the Compensation Committee that the Executive be granted three separate grants of nonqualified stock options (collectively, the "Company Option PlansOptions") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock determined for each grant by dividing $1,166,666.67 by the fair market value of the Common Stock on the date of grant as determined under the applicable stock option plan (the "Fair Market Value"). It shall be recommended that the first grant of options be made within the fifteen (15) day period following the date regular way trading of the Common Stock commences, excluding the period of when issued trading ("Regular Way Trading"), the second grant of options be made after the fifteenth (15th) day and before the thirtieth (30th) day following the commencement of Regular Way Trading, and the third grant of options be made after the thirtieth (30th) day and before the forty-fifth (45th) day following the commencement of Regular Way Trading. The Company shall recommend that the Options shall have an exercise price equal to the Fair Market Value. In addition, the Company shall recommend that the Options shall have a duration of ten years; provided that in the event of termination of employment, the remaining duration, as determined by the Compensation Committee, shall be at least the lesser of (x) the remainder of the ten (10) year term or (y) (A) three (3) years on death, Disability, termination without Cause, termination for Good Reason, nonextension of the Employment Term by the Company, termination during the Change in Control Protection Period, (B) thirty (30) days if the termination is a voluntary resignation not covered by (A) above and (C) the day before the date a Notice of Termination for Cause is given to the Executive if the termination is a termination for Cause; and further provided that such Options shall be subject to the original provisions of the stock option and plan with regard to duration in the Exchange Ratio; provided event of a corporate transaction. The Company shall recommend that any fractional shares the stock option plan and/or the grants thereunder shall provide that the Options shall become exercisable with respect to 25% of Parent Common Stock resulting from such multiplication shall be rounded to Options on each of the nearest whole share; and (ii) The exercise price per share first four anniversaries of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange RatioOctober 1, 1999, provided that Executive is employed by the Company on such exercise price vesting date, and shall be rounded down to the nearest whole cent. (b) The adjustment provided herein with respect to any options which are "incentive stock options" (fully vest upon a Change in Control, as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent10 hereof. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.

Options. (a) At any time from and after January 31, 2012 through the Effective Timeclosing of construction financing for the Project (such closing, each option granted by the Company “Project Debt Closing”), the AP Member shall have the option, at its sole discretion, to purchase shares of Company Common Stock under either (i) purchase from the Company's 1993 Incentive Stock Option PlanApex Member, and the Apex Member shall be obligated to sell to the AP Member, all of the Apex Member’s Interest at a total sale price equal to one dollar (ii) $1.00), which sale shall include the Company's 1993 Stock Option Plan for Non-Employee Directors assignment and (iii) any other stock option plan or arrangement assumption of all of the Apex Member’s share of the obligations and liabilities of the Company (collectivelysuch option, the "“AP Purchase Option”), or (ii) sell to the Apex Member, and the Apex Member shall be obligated to purchase from the AP Member, all of the AP Member’s Interest at a total sale price equal to one dollar ($1.00), which sale shall include the assignment and assumption of all of the AP Member’s share of the obligations and liabilities of the Company (such option, the “AP Put Option”). As conditions precedent to closing of the exercise of the AP Purchase Option, the Company shall execute and deliver to the Apex Member (i) a development fee agreement (the “Development Fee Agreement”), which agreement shall provide for the payment of a development fee in an amount calculated pursuant to Schedule 6.7 to the Purchase Agreement and be in a form reasonably acceptable to each of the Members, and (ii) a guaranty of Atlantic Power Corporation, in a form reasonably acceptable to each of the Members, in favor of the Apex Member for the full amount of the development fee due and payable by the Company under the Development Fee Agreement (the “AP Guaranty”). For the avoidance of doubt, if the AP Member closes on the exercise of the AP Purchase Option Plans"and then assigns all or substantially all of the membership interests in the Company to one or more third parties, then either (x) which is outstanding the AP Guaranty shall remain in full force and unexercised immediately prior thereto effect or (y) a guaranty that guarantees the full amount of the development fee due and payable by the Company under the Development Fee Agreement from a guarantor reasonably acceptable to the Apex Member shall cease to represent a right to acquire shares have been provided in replacement of Company Common Stock the AP Guaranty and shall be converted automatically into in full force and effect. In connection with the exercise of the AP Put Option, the Apex Member also shall be obligated to cause the outstanding amount of any AP Member Loans to be paid in full together with all accrued and unpaid interest thereon through the closing date of such sale, together with the payment of all reasonable, documented third party fees and expenses of the AP Member in connection with the AP Member Loans and the transactions contemplated by the Purchase Agreement. Any purchase of the Apex Member’s Interests pursuant to the AP Purchase Option shall be made in accordance with a purchase and sale agreement, an option to purchase shares assignment in the form of Parent Common Stock in an amount and at an exercise price determined as provided belowExhibit A hereto, and otherwise subject to the terms other documents reasonably required and agreed by, and satisfactory to, each of the Company Option Plans pursuant to which such options have been issued AP Member and the agreements evidencing grants thereunder: (i) The number Apex Member, each of shares of Parent Common Stock whom agree to be subject negotiate in good faith to the new option shall be equal enter into such definitive documents in order to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from consummate such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole centpurchase. (b) The adjustment At any time from and after February 10, 2012 through the Project Debt Closing, if the AP Member has not (i) delivered an Intent Notice in connection with the exercise of either the AP Purchase Option or the AP Put Option or (ii) after the delivery of an Intent Notice in connection with the exercise of either the AP Purchase Option or the AP Put Option, closed such AP Purchase Option or the AP Put Option, as applicable, as provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 5.4(c), the Apex Member shall have the option, at its sole discretion, to purchase from the AP Member, and the AP Member shall be obligated to sell to the Apex Member, all of the Code) AP Member’s Interest at a total sale price equal to one dollar ($1.00), which sale shall include the assignment and assumption of all of the AP Member’s share of the obligations and liabilities of the Company (such option, the “Apex Purchase Option”). In connection with the exercise of the Apex Purchase Option, the Apex Member also shall be and is intended obligated to cause the outstanding amount of any AP Member Loans to be effected paid in a manner which is consistent full together with Section 424(a) all accrued and unpaid interest thereon through the closing date of such sale, together with the payment of all reasonable, documented third party fees and expenses of the Code. The duration AP Member in connection with the AP Member Loans and other terms of the new option shall be transactions contemplated by the same as the original option except that all references to the Company shall be deemed to be references to ParentPurchase Agreement. (c) Parent agrees Subject to file with Securities and Exchange Commission Section 5.4(b), a Member may exercise any of the foregoing options, as applicable, by giving notice of its intent to exercise the applicable option (the "SEC"“Intent Notice”) as soon as reasonably practicable to the other Member in writing, with a closing to occur on a Business Day within thirty (30) days from the date of the Intent Notice delivered by a Member in connection with the AP Purchase Option and ninety (90) days from the date of the Intent Notice delivered by a Member in connection with the AP Put Option or the Apex Purchase Option; provided, that in no event shall any such closing occur earlier than the second (2nd) Business Day after the Effective Time a registration statement on Form S-8 or other appropriate form under receipt of all reasonably necessary consents and approvals in connection with such closing. (d) If the Securities Act of 1933 (together AP Member exercises the AP Put Option and the Apex Member fails to perform its obligations hereunder with the rules and regulations thereunderrespect to such exercise, the "Securities Act"AP Member shall have a further option to purchase from the Apex Member, and the Apex Member shall be obligated to sell to the AP Member, the Apex Member’s Interests at a total sale price equal to one dollar ($1.00) (the “Default Purchase”), which sale shall be consummated promptly after the AP Member notifies the Apex Member that it chooses to register Parent Common Stock issuable upon exercise the Default Purchase. (e) Any purchase of options under any Interests other than pursuant to the Company AP Purchase Option Plans and use its reasonable efforts to cause such registration statement to remain effective until shall be made in accordance with an assignment in the exercise or expiration form of such optionsExhibit A hereto.

Options. (a) At the Effective Time, each option granted Buyer shall assume the 2005 Plan and all outstanding Options shall be either cancelled or assumed by Buyer as set forth in this Section 1.8. (b) With respect to Vested Options, the Company holder of such Vested Option shall be entitled to purchase shares receive the Vested Option Consideration (subject to the provisions of Company Common Stock under (iSection 1.10 hereof and less applicable withholding) with respect to such Vested Option, and at the Company's 1993 Incentive Stock Effective Time the portion of such Option Plan, (ii) for which such payment is made shall be automatically and immediately cancelled and the Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any holder shall have no further rights with respect thereto other stock option plan or arrangement than the payment of the Company applicable Vested Option Consideration. (collectivelyc) With respect to Unvested Options, as of the "Company Effective Time, such Unvested Options shall be assumed by Buyer. Immediately after the Effective Time, each Unvested Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and the Effective Time shall be converted automatically into deemed to constitute an option to purchase shares of Parent Common Stock in an amount acquire, on the same terms and conditions as were applicable under such Unvested Option at an exercise price determined as provided belowthe Effective Time, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the agreements evidencing grants thereunder: (i) The number of shares of Parent Buyer Common Stock to be subject to the new option shall be as is equal to the product of the number of shares of Company Common Stock Shares subject to such Unvested Option, multiplied by the original option and the Exchange Ratio; provided that Unvested Option Conversion Ratio (with any fractional shares of Parent Common Stock fraction resulting from such multiplication shall to be rounded down to the nearest whole share; and (ii) number). The exercise price per share of Parent Common Stock under the new option each such assumed Unvested Option shall be equal to the exercise price per share of Company Common Stock under such Unvested Option immediately prior to the original option Effective Time, divided by the Exchange Ratio, provided that such exercise price shall be Unvested Option Conversion Ratio (rounded down up to the nearest whole cent). (bd) The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (c) Parent agrees to file with Securities and Exchange Commission (the "SEC") as As soon as reasonably practicable after the Effective Time Time, Buyer or the Surviving Corporation shall deliver to the holders of Unvested Options appropriate notices setting forth such holders’ rights pursuant to such Unvested Options, as amended by this Section 1.8, and the agreements evidencing such Unvested Options shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.8 and such notice). (e) Following the Effective Time, Buyer shall use Reasonable Best Efforts to file a registration statement Registration Statement on Form S-8 (or other appropriate form any successor form) under the Securities Act with respect to the Restricted Shares and all shares of 1933 Buyer Common Stock subject to such Unvested Options that may be registered on a Form S-8, and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such Unvested Options and Restricted Shares remain outstanding. (together with f) The Company shall obtain, prior to the rules and regulations thereunderClosing, the "Securities Act") consent from each holder of an Unvested Option to register Parent Common Stock issuable upon exercise the amendment of options such Option pursuant to this Section 1.8 (unless such consent is not required under the terms of the applicable agreement, instrument or plan). (g) Except as set forth in Section 2.2 of the Company Disclosure Schedule, no Option Plans and use its reasonable efforts to cause such registration statement to remain effective until shall become vested or exercisable solely as a result of the exercise or expiration of such optionsMerger.