Common use of Company Awards Clause in Contracts

Company Awards. At the Effective Time, each restricted stock unit award granted under the Company Stock Incentive Plan (each, a “Company Award”), other than a Company Award held by a member of the Company’s board who is not also an employee or officer of the Company (each, a “Director Award”), shall be converted into the right to acquire the number of Purchaser Common Shares, determined by multiplying the number of Company Common Shares subject to such Company Award immediately prior to the Effective Time by the Option Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share); provided, that with respect to the portion of any Company Award that conditions vesting on both the achievement of performance measures and service-based vesting conditions, the performance measures shall be deemed satisfied at the target level, but the service-based vesting conditions shall continue to apply in accordance with the terms of such Company Award. Except as specifically provided in this Section 2.02, following the Effective Time, each such Company Award shall otherwise be subject to the same terms and conditions as were applicable to the Company Awards under the Company Stock Incentive Plan and Company Award agreements immediately prior to the Effective Time, except that all references to the Company in the Company Stock Incentive Plan and the applicable Company Award agreements shall be deemed to refer to Purchaser, which shall have assumed the Company Stock Incentive Plan as of the Effective Time by virtue of this Agreement and the transactions contemplated hereby and without any further action, and all references to Company Common Shares shall be deemed to be to Purchaser Common Shares. At the Effective Time, each Director Award shall, without any further action on the part of any holder thereof, be cancelled and converted into the right to receive from Purchaser or the Surviving Corporation, with respect to each Company Common Share covered by such award, (i) an amount in cash, without interest, equal to the Per Share Cash Amount and (ii) a number of Purchaser Common Shares determined by multiplying the number of Company Common Shares subject to such Director Award by the Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share), plus any accrued dividend equivalents (as determined in accordance with the applicable award agreement) in respect of such Director Award with a record date prior to the Effective Time which have been authorized by the Company and which remain unpaid at the Effective Time.

Company Awards. At (a) As soon as reasonably practicable following the Effective Timedate of this Agreement, each restricted stock unit award granted under and in any event prior to the Merger Closing Date, the Company Board (or, if appropriate, any committee of the Company Board administering the Company Stock Incentive Plan (eachPlan) shall adopt such resolutions and take such other actions as may be required to provide that, a “Company Award”), other than a Company Award held by a member of the Company’s board who is not also an employee or officer of the Company (each, a “Director Award”), shall be converted into the right to acquire the number of Purchaser Common Shares, determined by multiplying the number of Company Common Shares subject to such Company Award immediately prior to the Effective Time by the Option Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share); provided, that with respect to the portion of any Company Award that conditions vesting on both the achievement of performance measures and service-based vesting conditions, the performance measures shall be deemed satisfied at the target level, but the service-based vesting conditions shall continue to apply in accordance with the terms of such Company Award. Except as specifically provided in this Section 2.02, following the Effective Time, each such Company Award shall otherwise be subject to the same terms and conditions as were applicable to the Company Awards under the Company Stock Incentive Plan and Company Award agreements immediately prior to the Effective Time, except that all references to the Company in the Company Stock Incentive Plan and the applicable Company Award agreements shall be deemed to refer to Purchaser, which shall have assumed the Company Stock Incentive Plan as of the Effective Time by virtue of this Agreement and the transactions contemplated hereby and without any further action, and all references to Company Common Shares shall be deemed to be to Purchaser Common Shares. At the Effective Time, each Director Award shall, without any further action on the part of any holder thereof, be cancelled and converted into the right to receive from Purchaser or the Surviving Corporation, with respect to each Company Common Share covered by such award, (i) an amount in cash, without interest, equal to the Per Share Cash Amount and (ii) a number of Purchaser Common Shares determined by multiplying the number share of Company Common Shares subject to such Director Award by the Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share), plus any accrued dividend equivalents (as determined in accordance with the applicable award agreement) in respect of such Director Award with a record date Restricted Stock that is outstanding immediately prior to the Effective Time which have been authorized shall be fully vested and treated as outstanding Company Common Stock entitled to Merger Consideration pursuant to this Agreement. (b) Notwithstanding any other provision of this Agreement, the options to purchase shares of Company Common Stock held by Xxxxx Xxxxxxxx shall be redeemed for cash on the Merger Closing Date in accordance with the terms of the Company Award governing such options and the Separation Agreement, dated as of the date hereof (the “Separation Agreement”), between Xx. Xxxxxxxx and the Company, and, as provided in the Separation Agreement, Xx. Xxxxxxxx shall be entitled to receive an amount in cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price per share of Company Common Stock subject to such options, multiplied by the number of shares of Company and which remain unpaid at Common Stock subject to such stock options (whether vested or unvested). This Award Amount shall be paid to Xx. Xxxxxxxx in accordance with the Effective TimeCode Section 409A six-month distribution delay rule applicable to payments to “specified employees” (as defined in Code Section 409A) in connection with a separation from service. Immediately prior to the Merger Closing, the Company shall pay the amounts owed pursuant to this Section 2.03(b) to a grantor trust as provided in the Separation Agreement. (c) As used in this Agreement, the following terms shall have the meanings specified below:

Company Awards. At the Effective Time, each all unexercised options to purchase Company Common Stock, restricted stock unit award granted awards, performance share awards, deferred stock unit awards and any other rights to acquire Company Common Stock (collectively, the "Company Awards") then outstanding under any of the 2013 Walgreen Co. Omnibus Incentive Plan, as amended, the Walgreen Co. Executive Stock Option Plan, as amended, the Walgreen Co. Long-Term Performance Incentive Plan, as amended, the Walgreen Co. Nonemployee Director Stock Plan, as amended, the Walgreen Co. 1982 Employees Stock Purchase Plan, as amended, the Share Walgreens Stock Purchase/Option Plan, as amended, the xxxxxxxxx.xxx, inc. 2008 Equity Incentive Plan, as amended and as assumed by the Company, the xxxxxxxxx.xxx, inc. 1998 Stock Plan, as amended and as assumed by the Company Stock Incentive Plan (each, a “Company Award”), and any other than a Company Award held compensatory equity incentive plan then maintained by a member of the Company’s board who is not also an employee or officer of the Company (eachcollectively, a “Director Award”the "Company Plans"), shall will be converted into the right to acquire the number of Purchaser Common Shares, determined assumed by multiplying the number of Company Common Shares subject to such HoldCo. Each Company Award immediately prior to the Effective Time so assumed by the Option Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share); provided, that with respect to the portion of any Company Award that conditions vesting on both the achievement of performance measures and service-based vesting conditions, the performance measures shall be deemed satisfied at the target level, but the service-based vesting conditions shall HoldCo under this Agreement will continue to apply in accordance with the terms of such Company Award. Except as specifically provided in this Section 2.02have, following the Effective Time, each such Company Award shall otherwise and be subject to to, the same terms and conditions as that were applicable to the Company Awards under the Company Stock Incentive Plan and Company Award agreements immediately prior to the Effective Time, except that all references to the Company as set forth in the applicable Company Stock Incentive Plan and the applicable award agreement thereunder (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Reorg Merger and the transactions contemplated hereby) and per share exercise price), except that each Company Award agreements shall be deemed will relate to refer the number of shares of HoldCo Common Stock that is equal to Purchaser, the number of shares of Company Common Stock to which shall have assumed such Company Award related immediately prior to the Company Stock Incentive Plan Effective Time. Effective as of the Effective Time by virtue of this Agreement Time, the Company hereby assigns to Holdco, and Holdco hereby assumes, the Company Plans and the transactions contemplated hereby and without any further action, and all references to Company Common Shares shall be deemed to be to Purchaser Common Shares. At the Effective Time, each Director Award shall, without any further action on the part of any holder thereof, be cancelled and converted into the right to receive from Purchaser or the Surviving Corporation, with respect to each Company Common Share covered by such award, (i) an amount in cash, without interest, equal award agreements pursuant to the Per Share Cash Amount and (ii) a number of Purchaser Common Shares determined by multiplying the number of Company Common Shares subject to such Director Award by the Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share), plus any accrued dividend equivalents (as determined in accordance with the applicable award agreement) in respect of such Director Award with a record date prior Plans that relate to the Effective Time which have been authorized by the Company and which remain unpaid at the Effective TimeAwards.

Company Awards. At (a) Immediately following the Effective Timeacceptance for payment of shares of Company Common Stock tendered in the Offer, each restricted stock unit award granted under the Company Stock Incentive Plan outstanding option (each, a “an "Option") to purchase shares of Company Award”), other than a Common Stock and each outstanding stock appreciation right with respect to Company Award held by a member of the Company’s board who is not also an employee or officer of the Company Common Stock (each, a “Director Award”an "SAR") granted by the Company pursuant to the Company's benefit plans (the "Option Plans") identified in Section 3.3 of the disclosure letter separately delivered by the Company to Acquisition Subsidiary and Parent on or prior to the date hereof (the "Disclosure Letter"), whether or not exercisable, which is outstanding and unexercised at such time, shall be cancelled and each holder thereof shall be entitled to receive, immediately following the acceptance for payment of shares of Company Common Stock tendered in the Offer, an amount in cash computed by multiplying (i) the excess, if any, of (A) the greater of (x) the Merger Consideration and (y) the highest Fair Market Value (as defined in the Company's 1996 Executive Incentive Compensation Plan) per Common Share at any time during the 60-day period preceding the acceptance for payment of shares of Company Common Stock tendered in the Offer, over (B) the exercise price per share of Company Common Stock subject to such Option or xxxxx xxxxx per share in respect of such SAR, as applicable (the "Spread"), by (ii) the number of such shares of Company Common Stock then subject to such Option or SAR; provided, that any such payment shall be net of all withholding taxes required to be withheld by the Company. (b) Immediately following the acceptance for payment of shares of Company Common Stock tendered in the Offer, each share of deferred stock ("Deferred Stock") awarded under the Option Plans shall be cancelled and each holder thereof shall be entitled to receive, immediately following the acceptance for payment of shares of Company Common Stock tendered in the Offer, with respect to each share of Deferred Stock so cancelled, an amount in cash equal to the greater of (x) the Merger Consideration and (y) the highest Fair Market Value (as defined in the Company's 1996 Executive Incentive Plan) per share of Company Common Stock at any time during the 60-day period preceding the acceptance for payment of shares of Company Common Stock tendered in the Offer (net of all withholding taxes required to be withheld by the Company). (c) Immediately following the acceptance for payment of shares of Company Common Stock tendered in the Offer, (i) each unit in the Company Deferred Compensation Plan deemed invested in assets other than in shares of Company Common Stock shall be converted into the right to acquire receive cash in an amount equal to the number value of Purchaser Common Sharessuch unit, determined by multiplying payable to the number holder thereof without interest, and (ii) each unit deemed invested in shares of Company Common Shares subject Stock in the Deferral Account (as defined in the Company's Deferred Compensation Plan and the Non-Employee Directors' Deferred Compensation Plan (together, the "Deferred Compensation Plans") (together with the Option Plans, the "Benefit Plans")), including those Deferral Accounts with respect to such Company Award immediately prior which one or more installment payments have previously been made, shall be settled in cash in an amount equal to the Effective Time by the Option Exchange Ratio (rounded downMerger Consideration, if necessary, to a whole Purchaser Common Share); provided, that with respect any such payment shall be net of all withholding taxes required to be withheld by the Company. Notwithstanding anything in this Section 3.3 to the portion of any contrary, in no event will the Company Award have an obligation hereunder that conditions vesting on both the achievement of performance measures and service-based vesting conditions, the performance measures shall be deemed satisfied at the target level, but the service-based vesting conditions shall continue to apply in accordance with violates the terms of such Company Awardthe applicable Benefit Plans. Except as specifically provided in this Section 2.02, following the Effective Time, each such Company Award shall otherwise be subject to the same terms and conditions as were applicable to the Company Awards under the Company Stock Incentive Plan and Company Award agreements immediately prior Prior to the Effective Time, except that all references to the Company in shall at the request of Parent, seek any required consents from, and provide any required notices to, the holders of Options and Deferred Stock; provided however, that the Company Stock Incentive Plan and the applicable Company Award agreements shall not be deemed required to refer to Purchaser, which shall have assumed the Company Stock Incentive Plan as of the Effective Time by virtue of this Agreement and the transactions contemplated hereby and without make any further action, and all references to Company Common Shares shall be deemed to be to Purchaser Common Shares. At the Effective Time, each Director Award shall, without any further action on the part of any holder thereof, be cancelled and converted into the right to receive from Purchaser or the Surviving Corporation, with respect to each Company Common Share covered by such award, (i) an amount in cash, without interest, equal to the Per Share Cash Amount and (ii) a number of Purchaser Common Shares determined by multiplying the number of Company Common Shares subject to such Director Award by the Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share), plus any accrued dividend equivalents (as determined in accordance with the applicable award agreement) payment in respect of such Director Award with a record date prior to the Effective Time which have been authorized by the Company foregoing (other than as set forth in Sections 3.3(a), (b) and which remain unpaid at the Effective Time(c)).