Common use of Assumed Company Stock-Based Awards Clause in Contracts

Assumed Company Stock-Based Awards. Each Company Stock-Based Award that is outstanding as of immediately prior to the Effective Time and is not a Surrendered Company Stock-Based Award (each, an “Assumed Company Stock-Based Award”) will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a stock-based award or (y) converted into a stock-based award granted pursuant to the Parent Stock Plan (with the terms and conditions relating to vesting to remain the same with respect to Company Stock-Based Awards subject to time-based vesting, and with respect to Company Stock-Based Awards subject to performance-based vesting converted into time-based vesting Company Stock-Based Awards (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goals) that shall vest at the conclusion of the original performance period, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Stock-Based Award as of immediately prior to the Effective Time (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goals) multiplied by (ii) the Stock Award Exchange Ratio. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Stock-Based Awards shall be subject to all of the terms and conditions of the Parent Stock Plan and grant agreements for the Assumed Company Stock-Based Awards (rather than the terms and conditions of the Company Stock Plan and grant agreements under which the Assumed Company Stock-Based Awards were originally issued), subject to the foregoing sentence; provided, that such Assumed Company Stock-Based Awards will be subject to accelerated vesting for qualifying terminations of employment following the Effective Time, as set forth in Section 5.2(h) of the Company Disclosure Letter, which in no case will be less favorable than the acceleration provisions, if any, as applied to such Company Stock-Based Awards immediately prior to the Effective Time. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Stock-Based Awards that would otherwise be Assumed Company Stock-Based Awards as vested Surrendered Company Stock-Based Awards, which will be settled in accordance with Section 2.8(b), but the vesting of such Company Stock-Based Awards will be fully accelerated prior to such treatment, except that the applicable settlement date may be delayed to the extent required by Section 409A of the Code.

Assumed Company Stock-Based Awards. Each Company Stock-Based Award that is outstanding as of immediately prior to the Effective Time and is not a Surrendered Company Stock-Based Award (each, an “Assumed Company Stock-Stock- Based Award”) ), will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a stock-based award or (y) converted into a stock-based award granted pursuant to the Parent Stock Plan (Plan, in each case, with the same material terms and conditions relating as were applicable to vesting to remain the same with respect to such Assumed Company Stock-Based Awards subject Award immediately prior to time-based vesting, the Effective Time (with no adverse change to the vesting terms and with respect other terms and conditions, including relating to Company Stock-Based Awards subject satisfaction of tax withholding obligations, to performance-based vesting converted into time-based vesting Company Stock-Based Awards (determined based on (1) maximum performance with respect the extent administratively practicable to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goals) that shall vest at the conclusion of the original performance periodbe no less favorable, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Stock-Based Award as of immediately prior to the Effective Time (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goals) multiplied by (ii) the Stock Award Exchange Ratio. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Stock-Based Awards shall be subject to all of the terms and conditions of the Parent Stock Plan and grant agreements for the Assumed Company Stock-Based Awards (rather than the terms and conditions of the Company Stock Plan and grant agreements under which the Assumed Company Stock-Based Awards were originally issued), subject to the foregoing sentence; provided, that such Assumed Company Stock-Based Awards will be subject to accelerated vesting for qualifying terminations of employment following the Effective Time, as set forth in Section 5.2(h) of the Company Disclosure Letter, which in no case will be less favorable than the acceleration provisions, if any, as applied to such Company Stock-Based Awards immediately prior to the Effective Time. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Stock-Based Awards that would otherwise be Assumed Company Stock-Based Awards as vested Surrendered Company Stock-Based Awards, which will be settled in accordance with Section 2.8(b2.8(c), but the vesting of such Company Stock-Based Awards will be fully accelerated prior to such treatment, except that the applicable settlement date may be delayed to the extent required by Section 409A of the Code.

Assumed Company Stock-Based Awards. Each Company Stock-Based Award that is outstanding as of immediately prior to the Effective Time and is not a Surrendered Company Stock-Based Award (each, an “Assumed Company Stock-Based Award”) ), will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a stock-based award or (y) converted into a stock-based award granted pursuant to the Parent Stock Plan (Plan, in each case, with the same material terms and conditions relating as were applicable to vesting to remain the same with respect to such Assumed Company Stock-Based Awards subject Award immediately prior to time-based vesting, the Effective Time (with no adverse change to the vesting terms and with respect other terms and conditions, including relating to Company Stock-Based Awards subject satisfaction of tax withholding obligations, to performance-based vesting converted into time-based vesting Company Stock-Based Awards (determined based on (1) maximum performance with respect the extent administratively practicable to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goals) that shall vest at the conclusion of the original performance periodbe no less favorable, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Stock-Based Award as of immediately prior to the Effective Time (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goals) multiplied by (ii) the Stock Award Exchange Ratio. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Stock-Based Awards shall be subject to all of the terms and conditions of the Parent Stock Plan and grant agreements for the Assumed Company Stock-Based Awards (rather than the terms and conditions of the Company Stock Plan and grant agreements under which the Assumed Company Stock-Based Awards were originally issued), subject to the foregoing sentence; provided, that such Assumed Company Stock-Based Awards will be subject to accelerated vesting for qualifying terminations of employment following the Effective Time, as set forth in Section 5.2(h) of the Company Disclosure Letter, which in no case will be less favorable than the acceleration provisions, if any, as applied to such Company Stock-Based Awards immediately prior to the Effective Time. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Stock-Based Awards that would otherwise be Assumed Company Stock-Based Awards as vested Surrendered Company Stock-Based Awards, which will be settled in accordance with Section 2.8(b2.8(c), but the vesting of such Company Stock-Based Awards will be fully accelerated prior to such treatment, except that the applicable settlement date may be delayed to the extent required by Section 409A of the Code.

Assumed Company Stock-Based Awards. Each Company Stock-Based Award that is outstanding as of immediately prior to the Effective Time and is not a Surrendered Company Stock-Based Award (each, an “Assumed Company Stock-Based Award”) ), will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a stock-based award or (y) converted into a stock-based award granted pursuant to the Parent Stock Plan (in each case, with the terms and conditions relating to vesting to remain the same with respect to Company Stock-Based Awards subject to time-based vesting, and with respect to Company Stock-Based Awards subject to performance-based vesting converted into time-based vesting Assumed Company Stock-Based Awards (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goalslevels) that shall vest at the conclusion of the original performance period, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Stock-Based Award as of immediately prior to the Effective Time (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goalslevels) multiplied by (ii) the Stock Award Exchange Ratio. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Stock-Based Awards shall be subject to all of the terms and conditions of the Parent Stock Plan and grant agreements for the Assumed Company Stock-Based Awards (rather than the terms and conditions of the Company Stock Plan and grant agreements under which the Assumed Company Stock-Based Awards were originally issued), subject to the foregoing sentence; provided, that such Assumed Company Stock-Based Awards will be subject to accelerated vesting for qualifying terminations of employment following the Effective Time, as set forth in Section 5.2(h) of the Company Disclosure Letter, which in no case will be less favorable than the acceleration provisions, if any, as applied to such Company Stock-Based Awards immediately prior to the Effective Time. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Stock-Based Awards that would otherwise be Assumed Company Stock-Based Awards as vested Surrendered Company Stock-Based Awards, which will be settled in accordance with Section 2.8(b), but the vesting of such Company Stock-Based Awards will be fully accelerated prior to such treatment, except that the applicable settlement date may be delayed to the extent required by Section 409A of the Code.

Assumed Company Stock-Based Awards. Each Company Stock-Based Award that is outstanding as of immediately prior to the Effective Time and is not a Surrendered Company Stock-Based Award (each, an “Assumed Company Stock-Based Award”) ), will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a stock-stock- based award or (y) converted into a stock-based award granted pursuant to the Parent Stock Plan (in each case, with the terms and conditions relating to vesting to remain the same with respect to Company Stock-Based Awards subject to time-based vesting, and with respect to Company Stock-Based Awards subject to performance-based vesting converted into time-based vesting Assumed Company Stock-Based Awards (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goalslevels) that shall vest at the conclusion of the original performance period, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Stock-Based Award as of immediately prior to the Effective Time (determined based on (1) maximum performance with respect to Company Stock-Based Awards subject to relative total shareholder return performance goals and (2) target performance with respect to Company Stock-Based Awards subject to financial and/or operational performance goalslevels) multiplied by (ii) the Stock Award Exchange Ratio. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Stock-Based Awards shall be subject to all of the terms and conditions of the Parent Stock Plan and grant agreements for the Assumed Company Stock-Based Awards (rather than the terms and conditions of the Company Stock Plan and grant agreements under which the Assumed Company Stock-Based Awards were originally issued), subject to the foregoing sentence; provided, that such Assumed Company Stock-Based Awards will be subject to accelerated vesting for qualifying terminations of employment following the Effective Time, as set forth in Section 5.2(h) of the Company Disclosure Letter, which in no case will be less favorable than the acceleration provisions, if any, as applied to such Company Stock-Based Awards immediately prior to the Effective Time. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Stock-Based Awards that would otherwise be Assumed Company Stock-Based Awards as vested Surrendered Company Stock-Based Awards, which will be settled in accordance with Section 2.8(b), but the vesting of such Company Stock-Based Awards will be fully accelerated prior to such treatment, except that the applicable settlement date may be delayed to the extent required by Section 409A of the Code.