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Buyer is a party. The parties agree that the initial press release(s) to be issued with respect to the transactions contemplated by this Agreement shall be in the form agreed to by the parties.

Section 5.9 Company Options . As of immediately prior to and conditioned upon the Closing and without any action on the part of any optionholder, all Company Options shall fully vest and become exercisable and shall be converted into the right to receive cash in an amount equal to the “in-the-money” value thereof, based on the formula set forth in Section 5.9 of the Disclosure Schedules. At or prior to the Closing, Company and the board of directors (or a duly authorized committee acting on behalf of the board of directors) of Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of this Section 5.9. Company shall take all actions necessary to ensure that (i) at the Closing any share of Common Stock issued pursuant to a Company Option is repurchased by Company at Company’s expense or transferred to Buyer and (ii) from and after the Closing, neither Company nor Buyer will be required to deliver shares of Company Common Stock or other capital stock of Company to any person pursuant to or in settlement of Company Options after the Closing. Company shall withhold from any payments made to any optionholder in settlement of Company Options any and all Taxes or other amounts required by Law to be withheld.

Section 5.10 Employees .

(a) Seller shall provide each Covered Employee whose employment with Company is terminated by Buyer on the Closing Date following the Closing (other than for “cause”, as defined in Section 5.10(f) below), with severance pay and benefits, as applicable, in accordance with Company’s severance plan identified in Section 3.12 of the Disclosure Schedules. No later than twenty-five (25) days following the date of this Agreement, Buyer shall inform Seller in writing of the name of any Covered Employee whose employment with Company Buyer intends to terminate on the Closing Date.

(b) For a period commencing on the Closing Date and ending on the first year anniversary of the Closing, Buyer shall or shall cause Company to maintain in effect compensation to the Covered Employees that remain employed by Company following the Closing Date which is substantially similar to the compensation provided by Company as in effect on the date hereof to such Covered Employees.

(c) Following the Closing, each Covered Employee that remains employed by Company shall be eligible to participate in employee benefit plans maintained by Parent or its Affiliates in accordance with the terms of such plans and providing benefits no less favorable than to other similarly situated employees of Parent or Buyer. For purposes of determining eligibility to participate in, and non-forfeitable rights under, any employee benefit plan or arrangement of Buyer or, following Closing, Company, Covered Employees who remain employed by Company following the Closing Date shall receive service credit for service with Company and any Company Subsidiary (and with any predecessor or acquired entities or any other entities for Company or any Company Subsidiary granted service credit) as if such service had been completed with Buyer.


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