definiens: within the meaning ofSection 424 of the Code ; or ( b ) to the extent that Section 424 of the Code doesnot apply to any such Company Options, would be suc h a corporation ( or a parentor a subsidiary corporation of such corporation ) we re Section 424 applicable tosuch option . Each Company Option assumed by [COMPANY] shall be exercisable upon thesame terms and conditions as under the applicable C ompany Stock Option Plan andthe applicable option agreement issued thereunder, except that ( x ) 5 < PAGE > 6the unexercised portion of each such Company Option shall be exercisable forthat whole number of shares of [COMPANY] Common Stock ( rounded to the nearest wholeshare, with 0.5 rounded upward ) equal to the number of shares of Company CommonStock subject to the unexercised portion of such Co mpany Option multiplied bythe Exchange Ratio ; and ( y ) the option exercise pri ce per share of [COMPANY] CommonStock shall be an amount equal to the option exerci se price per share of CompanyCommon Stock subject to such Company Option in effe ct at the Effective Timedivided by the Exchange Ratio ( the option price per share, as so determined, being rounded to the nearest full cent, with $ 0.005 rounded upward ) . No paymentshall be made for fractional interests . The term, e xercisability, vestingschedule, status as an und er Section 422 of the Code, if applicable, and all of the other terms of the Co mpany Options shall otherwiseremain unchanged . As soon as practicable after the Effective Time, [COMPANY] shalldeliver to the holders of Company Options appropria te notices setting forth suchholders ' rights pursuant to such Company Options, a s amended by this Section1.5 . [COMPANY] shall take all corporate actions necess ary to reserve for issuancesuch number of shares of [COMPANY] Common Stock as wil l be necessary to satisfyexercises in full of all Company Options after the Effective Time . Withinforty - five ( 45 ) days after the Effective Time, Wats on shall register the sharesof [COMPANY] Common Stock issuable upon exercise of su ch Company Options with theSecurities and Exchange Commission on Form S-8