Common use of Company Equity and Equity Based Awards Clause in Contracts

Company Equity and Equity Based Awards. (a) At least seven days prior to the Effective Time, each option to purchase shares of Company Stock that is then-outstanding under the Company Stock Plans (each, a “Company Stock Option”), whether or not vested or exercisable, shall, contingent upon consummation of the Merger, (i) become 100% vested and (ii) be exercisable at any time during the seven day period prior to the Effective Time (the “Option Exercise Period”), reasonable notice of which shall be provided by the Company. Each share of Company Stock received in connection with the exercise of Company Stock Options will be entitled to receive the Merger Consideration pursuant to Section 2.02. To the extent not exercised within the Option Exercise Period, each outstanding Company Stock Option shall, at the Effective Time, be canceled, automatically and without any action on behalf of the holder thereof, and the Company shall pay each holder of such canceled Company Stock Option an amount in cash (less any applicable Tax withholding), determined by multiplying (x) the excess, if any, of the Merger Consideration over the exercise price per share of Company Stock subject to such Company Stock Option by (y) the number of shares of Company Stock subject to such Company Stock Option; provided that if the per share exercise price payable with respect to a Company Stock Option exceeds the Merger Consideration (an “Underwater Option”), then such Underwater Option shall be canceled without payment of any consideration with respect thereto. (b) Immediately prior to the Effective Time, each share of restricted stock that is then outstanding under the Company Stock Plans (each, an award of “Company Restricted Shares”), whether or not vested, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied, and the holders of such shares shall be entitled to receive the Merger Consideration pursuant to Section 2.02. (c) Immediately prior to the Effective Time, each award of restricted stock units that is then outstanding under the Company Stock Plans (each, an award of “Company Restricted Stock Units”), whether or not vested, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied, and the Company shall with respect to the holder of any such Company Restricted Stock Units (i) issue the number of shares of Company Stock underlying such Company Restricted Stock Units, which shares shall be entitled to receive the Merger Consideration pursuant to Section 2.02, and (ii) pay in cash all dividend equivalents, if any, accrued but unpaid as of the Effective Time with respect to the number of shares of Company Stock underlying such Company Restricted Stock Units. (d) Immediately prior to the Effective Time, each award of performance shares that is then outstanding under the Company Stock Plans (each, an award of “Company Performance Shares”), whether or not vested, or whether or not performance criteria have been achieved, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied with respect to (i) the actual number of shares of Company Stock earned for each performance period completed prior to the Effective Time, as determined by the Company prior to the Effective Time in accordance with the terms of the applicable award agreements and the Company Stock Plans in existence as of the date hereof, and (ii) the number of shares of Company Stock equal to the specified number of target shares for any performance period during which the Effective Time occurs and for each succeeding performance period covered by such Company Performance Shares, and the holders of such shares shall be entitled to receive the Merger Consideration pursuant to Section 2.02. (e) The Company shall terminate the Company Stock Plans immediately as of the Effective Time, and following the Effective Time, no participant in any Company Stock Plan shall have any right under any such Company Stock Plan other than the right to receive the awards or payments in accordance with the terms of this Section 2.05. Prior to the Effective Time, the Company shall take all actions necessary to obtain any consents and make any amendments to the terms of any outstanding awards under the Company Stock Plans as may be necessary to give effect to the transactions contemplated by this Section 2.05. The Company will take steps necessary to arrange for all required Tax withholdings with respect to the Company Restricted Shares, Company Restricted Stock Units, and Company Performance Shares. The Company shall ensure that, as of immediately following the Effective Time, no holder of a Company Stock Option, Company Restricted Shares, Company Restricted Stock Units or Company Performance Shares (or former holder or a participant in any Company Stock Plan) shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, or any other equity interest therein, except for the right to receive the Merger Consideration described in this Section 2.05. All payments under this Section 2.05 shall be made at or as soon as practicable after the Effective Time, pursuant to the Company’s ordinary payroll practices, and shall be subject to any applicable withholding. (f) The Company shall take all of the following actions (including adoption of any required amendments) with respect to the Carmike Employee Stock Purchase Plan (the “ESPP”): (i) unless otherwise agreed between the Parties, suspend the ESPP effective no later than after the close of business on March 31, 2016, so that no purchases of Company Stock shall be permitted with respect to purchase periods commencing on or after April 1, 2016 and (ii) terminate the ESPP immediately as of the Effective Time so that no further purchase rights shall accrue after the Effective Time. All ESPP participants will automatically receive their accrued purchase rights under the ESPP upon the termination of the ESPP.

Company Equity and Equity Based Awards. (a) At least seven days prior to the Effective Time, each option to purchase shares of Company Stock that is then-outstanding under the Company Stock Plans (each, a “Company Stock Option”), whether or not vested or exercisable, shall, contingent upon consummation of the Merger, (i) become 100% vested and (ii) be exercisable at any time during the seven day period prior to the Effective Time (the “Option Exercise Period”), reasonable notice of which shall be provided by the Company. Each share of Company Stock received in connection with the exercise of Company Stock Options will be entitled to receive the Merger Consideration pursuant to Section 2.022.02 plus any dividends or distributions to which holders of Company Stock are entitled in accordance with Section 2.04(c). To the extent not exercised within the Option Exercise Period, each outstanding Company Stock Option shall, at the Effective Time, be canceled, automatically and without any action on behalf of the holder thereof, and the Company shall pay each holder of such canceled Company Stock Option an amount in cash (less any applicable Tax withholding), determined by multiplying (x) the excess, if any, of the Merger Cash Consideration over the exercise price per share of Company Stock subject to such Company Stock Option by (y) the number of shares of Company Stock subject to such Company Stock Option; provided that if the per share exercise price payable with respect to a Company Stock Option exceeds the Merger Cash Consideration (an “Underwater Option”), then such Underwater Option shall be canceled without payment of any consideration with respect thereto. (b) Immediately prior to the Effective Time, each share of restricted stock that is then outstanding under the Company Stock Plans (each, an award of “Company Restricted Shares”), whether or not vested, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied, and the holders of such shares shall be entitled to receive the Merger Consideration pursuant to Section 2.022.02 plus any dividends or distributions to which holders of Company Stock are entitled in accordance with Section 2.04(c). (c) Immediately prior to the Effective Time, each award of restricted stock units that is then outstanding under the Company Stock Plans (each, an award of “Company Restricted Stock Units”), whether or not vested, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied, and the Company shall with respect to the holder of any such Company Restricted Stock Units (i) issue the number of shares of Company Stock underlying such Company Restricted Stock Units, which shares shall be entitled to receive the Merger Consideration pursuant to Section 2.022.02 plus any dividends or distributions to which holders of Company Stock are entitled in accordance with Section 2.04(c), and (ii) pay in cash all dividend equivalents, if any, accrued but unpaid as of the Effective Time with respect to the number of shares of Company Stock underlying such Company Restricted Stock Units. (d) Immediately prior to the Effective Time, each award of performance shares that is then outstanding under the Company Stock Plans (each, an award of “Company Performance Shares”), whether or not vested, or whether or not performance criteria have been achieved, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied with respect to (i) the actual number of shares of Company Stock earned for each performance period completed prior to the Effective Time, as determined by the Company prior to the Effective Time in accordance with the terms of the applicable award agreements and the Company Stock Plans in existence as of the date hereof, and (ii) the number of shares of Company Stock equal to the specified number of target shares for any performance period during which the Effective Time occurs and for each succeeding performance period covered by such Company Performance Shares, and the holders of such shares shall be entitled to receive the Merger Consideration pursuant to Section 2.022.02 plus any dividends or distributions to which holders of Company Stock are entitled in accordance with Section 2.04(c). (e) The Company shall terminate the Company Stock Plans immediately as of the Effective Time, and following the Effective Time, no participant in any Company Stock Plan shall have any right under any such Company Stock Plan other than the right to receive the awards or payments in accordance with the terms of this Section 2.052.06. Prior to the Effective Time, the Company shall take all actions necessary to obtain any consents and make any amendments to the terms of any outstanding awards under the Company Stock Plans as may be necessary to give effect to the transactions contemplated by this Section 2.052.06. The Company will take steps necessary to arrange for all required Tax withholdings with respect to the Company Restricted Shares, Company Restricted Stock Units, and Company Performance Shares. The Company shall, or Parent and the Company shall cause the Exchange Agent to, provide a Form of Election to each holder of Company Stock Options, Company Restricted Shares, Company Restricted Stock Units and Company Performance Shares reasonably in advance of the Election Deadline (and in any event no later than the date that is thirty (30) days prior to the anticipated Election Deadline or such other date as mutually agreed upon by the Company and Parent). The Company shall ensure that, as of immediately following the Effective Time, no holder of a Company Stock Option, Company Restricted Shares, Company Restricted Stock Units or Company Performance Shares (or former holder or a participant in any Company Stock Plan) shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, or any other equity interest therein, except for the right to receive the Merger Consideration described in this Section 2.052.06. All payments under this Section 2.05 2.06 shall be made at or as soon as practicable after the Effective Time, pursuant to the Company’s ordinary payroll practices, and shall be subject to any applicable withholding. (f) The Company shall take all of the following actions (including adoption of any required amendments) with respect to the Carmike Employee Stock Purchase Plan (the “ESPP”): (i) unless otherwise agreed between the Parties, suspend the ESPP effective no later than after the close of business on March 31, 2016, so that no purchases of Company Stock shall be permitted with respect to purchase periods commencing on or after April 1, 2016 and (ii) terminate the ESPP immediately as of the Effective Time so that no further purchase rights shall accrue after the Effective Time. All ESPP participants will automatically receive their accrued purchase rights under the ESPP upon the termination of the ESPP.

Company Equity and Equity Based Awards. (a) At least seven days prior to the Effective TimeUnless otherwise agreed in writing with any individual holder of a restricted stock unit award, each option to purchase shares of Company Stock that is then-outstanding under the Company Stock Plans including any dividend equivalents accrued thereon (each, a “Company Stock OptionRSU Award”), each Company RSU Award, whether or not vested or exercisableunvested, shall, contingent upon consummation of the Merger, (i) become 100% vested and (ii) be exercisable at any time during the seven day period that is outstanding immediately prior to the Effective Time (the “Option Exercise Period”), reasonable notice of which shall be provided by the Company. Each share of Company Stock received in connection with the exercise of Company Stock Options will be entitled and subject solely to receive the Merger Consideration pursuant to Section 2.02. To the extent not exercised within the Option Exercise Period, each outstanding Company Stock Option time-vesting conditions shall, at as of the Effective Time, be canceled, automatically become fully vested (to the extent unvested) as to any time-vesting conditions and without any action on behalf of the holder thereofnonforfeitable, and shall be cancelled and converted automatically into the Company shall pay each holder of such canceled Company Stock Option right to receive an amount in cash (less any equal to the Common Stock Merger Consideration in respect of each vested Common Share subject to such Company RSU Award, subject to applicable Tax withholding. (b) Unless otherwise agreed in writing with any individual holder of a Company RSU Award, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time and subject to performance-based vesting or other performance-based lapse restrictions shall, as of the Effective Time, become vested and nonforfeitable with respect to a number of Shares subject to such Company RSU Award calculated based on target level of performance, and shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Common Stock Merger Consideration in respect of each vested Common Share subject to such Company RSU Award, subject to applicable Tax withholding. (c) Unless otherwise agreed in writing with any individual holder of a stock appreciation right award (each, a “Company SAR Award”), determined by multiplying each Company SAR Award, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall, as of the Effective Time, become fully vested (xto the extent unvested) and be converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Common Stock Merger Consideration over the exercise price xxxxx xxxxx per share Common Share of such Company Stock SAR Award, multiplied by (ii) the total number of Shares subject to such Company Stock Option by (y) the number of shares of Company Stock SAR Award, subject to such applicable Tax withholding. Any Company SAR Award that has a xxxxx xxxxx per Common Share that is greater than or equal to the Common Stock Option; provided that if the per share exercise price payable with respect to a Company Stock Option exceeds the Merger Consideration (an “Underwater Option”)shall, then such Underwater Option shall be canceled without payment as of any consideration with respect thereto. (b) Immediately prior to the Effective Time, each share of restricted stock that is then outstanding under the Company Stock Plans (each, an award of “Company Restricted Shares”), whether or not vested, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied, and the holders of such shares shall be entitled to receive the Merger Consideration pursuant to Section 2.02. (c) Immediately prior to the Effective Time, each award of restricted stock units that is then outstanding under the Company Stock Plans (each, an award of “Company Restricted Stock Units”), whether or not vested, shall, contingent upon consummation of the Merger, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied, and the Company shall with respect to the holder of any such Company Restricted Stock Units (i) issue the number of shares of Company Stock underlying such Company Restricted Stock Units, which shares shall be entitled to receive the Merger Consideration pursuant to Section 2.02, and (ii) pay in cash all dividend equivalents, if any, accrued but unpaid as of the Effective Time with respect to the number of shares of Company Stock underlying such Company Restricted Stock Unitscancelled for no consideration. (d) Immediately Each market performance unit award (each such tranche, a “Company MPU Award”) that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, each award become vested and nonforfeitable with respect to all or a portion of such Company MPU Award, with such portion to be calculated based on the greater of (i) achievement of the applicable performance shares that is then outstanding under goal as calculated based on the Company Common Stock Plans Merger Consideration and (eachii) the achievement of the applicable performance goal assuming target level achievement (as applicable, an award of the “Company Performance SharesAchievement Percentage”), whether and such Company MPU Award shall be cancelled and converted automatically into the right to receive an amount in cash equal to the payout amount determined under the applicable award agreement based on the Achievement Percentage as applied to the applicable tranche of Company MPU Award, subject to applicable Tax withholding. (e) The Surviving Corporation shall pay each holder of any Company RSU Award, Company SAR Award and/or Company MPU Award (collectively, “Company Equity Awards”) the cash payments described in this Section 2.8 on or not vestedas soon as reasonably practicable after the Closing Date, or whether or not performance criteria have been achievedbut in any event no later than seven (7) Business Days following the Closing Date; provided that, shallnotwithstanding anything to the contrary contained in this Agreement, contingent upon consummation any such delivery of the MergerCommon Stock Merger Consideration in respect of any Company RSU Award, become 100% vested and all outstanding issuance and forfeiture conditions shall be deemed 100% satisfied with respect Company SAR Award or Company MPU Award that constitutes “deferred compensation” subject to (i) Section 409A of the actual number of shares of Company Stock earned for each performance period completed prior to the Effective TimeCode, as determined by the Company prior to in its reasonable discretion, shall be made on the Effective Time in accordance with the terms earliest possible date that such payment would not trigger a tax or penalty under Section 409A of the applicable award agreements and the Company Stock Plans in existence as of the date hereof, and (ii) the number of shares of Company Stock equal to the specified number of target shares for any performance period during which the Effective Time occurs and for each succeeding performance period covered by such Company Performance Shares, and the holders of such shares shall be entitled to receive the Merger Consideration pursuant to Section 2.02Code. (ef) The Company shall terminate the Company Stock Plans immediately As soon as of the Effective Time, and reasonably practicable following the Effective Time, no participant date of this Agreement and in any Company Stock Plan shall have any right under any such Company Stock Plan other event no later than the right to receive the awards or payments in accordance with the terms of this Section 2.05. Prior five (5) Business Days prior to the Effective Time, the Company shall take all actions (including obtaining any necessary to obtain any consents and make any amendments to determinations and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of any outstanding awards the Company ESPP that may be necessary or required under the terms of the Company ESPP and applicable Laws) to ensure that (i) except for the offering period under the Company ESPP that commenced on December 1, 2020 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) the Company shall not take any action to reduce the applicable purchase price for a share of Company Common Stock Plans under the Company ESPP after the date of this Agreement, (iii) if the Closing shall occur prior to the end of the Final Offering, the Final Offering shall end on the Closing Date, (iv) each participant’s accumulated contributions under the Company ESPP shall be used to purchase shares of Company Common Stock in accordance with the Company ESPP as of the end of the Final Offering, (v) participants in the Company ESPP are not permitted to increase deductions under the Company ESPP after the date of this Agreement and no new participants may begin participation in the Company ESPP after the date of this Agreement, and (vi) the Company ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the Company ESPP thereafter. Notwithstanding the foregoing, prior to the Closing Date, participants shall be entitled to withdraw contributions made in respect of the Final Offering at any time during the Final Offering, in accordance with the terms of the Company ESPP. (g) Prior to the Effective Time, the Company Board or any authorized committee thereof shall adopt such resolutions as may reasonably be necessary appropriate or required in its discretion to give effect to effectuate the transactions actions contemplated by this Section 2.05. The Company will take steps necessary to arrange for all required Tax withholdings with respect to the Company Restricted Shares, Company Restricted Stock Units, and Company Performance Shares. The Company shall ensure that, as of immediately following the Effective Time, no holder of a Company Stock Option, Company Restricted Shares, Company Restricted Stock Units or Company Performance Shares (or former holder or a participant in any Company Stock Plan) shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, or any other equity interest therein, except for the right to receive the Merger Consideration described in this Section 2.05. All payments under this Section 2.05 shall be made at or as soon as practicable after the Effective Time, pursuant to the Company’s ordinary payroll practices, and shall be subject to any applicable withholding2.8. (f) The Company shall take all of the following actions (including adoption of any required amendments) with respect to the Carmike Employee Stock Purchase Plan (the “ESPP”): (i) unless otherwise agreed between the Parties, suspend the ESPP effective no later than after the close of business on March 31, 2016, so that no purchases of Company Stock shall be permitted with respect to purchase periods commencing on or after April 1, 2016 and (ii) terminate the ESPP immediately as of the Effective Time so that no further purchase rights shall accrue after the Effective Time. All ESPP participants will automatically receive their accrued purchase rights under the ESPP upon the termination of the ESPP.