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200209214 Omer thsutibdOm with a record data after the Effective Time previously paid or payable on the dope of ouch surtendv with inspect m such secuumea, a d (u) a the appropriate payment dare, the amour of dividends h or other distributions with a record date after me Effective Time ad prier to surrender sad aim. payment date subsequent to sunender payable with respect to such securities. SIMON 3.04. Diasauing Sheers. Notwithttaodiug Section 3.02. Sham outstanding immediate) to the Effective Time and heed by a holder who has emt voted in favor of the Y Prior writing and who has delivered to the or to the shareholder vote Merger approving tonsmted thercm in notice of such holder's intent to d Cody the Meager wrinan payment for such holder's Sher in accordance with Artamys law shall not be converted into a right to receive the Merger Comiderdon, unless such holder fails to perfect. withdraws or otherwise lose' its right to asset[ dia Ti seMOTT' rights. (f, after the Effective me, such holder fails to perfect. withdraws or lose its right in amen[ dissmem, rights. such Shama shall be treated a if they had been convened as of the Effective Time into a right to receive the Merger Consideration. The Company shill give Parent PrOmpE notice of my demands received by the Company for the payment of Sham under diasmmn' rights smack and Par em shall have the right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written cumaeot of Parent, me Company shall not make m Payment with respect to. or settle in Offer to settle, my such demands. Y SECTION 3.05. Stock Options. (a) At or immediately prim to the Effective Time, (I) each employee stock option Or director stock option to purchase Sham outstanding render my Company, Plan or Director Plan, whether m not vested or exercisable (each, a "Company Option ") shall, by vimte Of Elie Mager and without my further action ou the Part Of my holder thereof, be assumed by Proem and deemed to comtitou an option (each, a "Patent Option ") to acquire, ON the same union and conditions as were applicable order such Company Opt ion (subject to Section 3.05(6)). the same number of sham of Parent Stock as the holder of loch Company OptiOn would have been entitled to receive Pursuant to Section 3.02(x) of this Agreement bed such holder exercised such Company Option in full immediately prior to the Effective Time (raided in the mart whole number), at a Price Per ahae (Mended down to the moot whole cent) equal to (x) the aggregate exercise price for the Shares otherwise Purchasable pursuant to such Company Option divided by (y) she number of whole shay of Forcer Stack purchasable Putman[ to me Pear Option in accordance with the foregoing. (2) each share appreciauON right issued uder any Company Plan or Director Plan (each. an "SAR ") shall be terminated and payment therefor shall be etude in aexntdmtt with the terms of such Plan ad (3) Patent shall assume inn abligatiam of the Company uder the Company Plans and the Director, plans. each of which shall continue in effect after the Effective Turn, and all neferemsen to the Company in such plans, and MY option pursed mnnmder, shall be deemed to refer to Patent, where appropriW- The othm,lnme of each such Company Option. and the plan under which they were issued, a" continue to apply in aaadaoa wish mein Sams. (b) Prior to the Effective Time, the CouWmy aboE (i) mbtaim my comma him holders ofCompeny Options and (u) make my amendment to the tams of such Company opuoun Or Company Plane that, ill the case of either clouxa (i) or Cti1 are tain"My or gVMP iau to give effect to the trmmcum wmumpimed by Section 3.05(x): provided, however; that lack of consent of say boider of a Company Option shall in ou way affect the obligatiom d the Partin to 0 -mmmma the Merge Prior in the Effective Time, the Company sbafl take such actions and make my amendments to the Director Pima Oe..ny or eppoMm, to arse the Company Optima emending thereunder m (x) mot terminate at the Effective Time. (y) cmCmta to remain Outstsdfmg and neat in won*= with their tams and (x) in the case my holder of such Company OptiONn Oeases in be a director for my rearm, expire in acomdamce with then respective terms withom [egad ap my provisions in the Director Plans which provide for an msdier e*,minu do, (c) At or prior to the Effective Time, Paint shat) take all corporate scrim mceaary in mane for issuance a sufficient number of sham of par for delivery UPON exercise of the Poem Optimm• As or Prior to the Effective Time. Pam[ shall file a ie:gtstratiom statement on Pam S-S, with regieox to the ahaas of Paint Stock subject to mch Parent Option, A -9