Common use of Company Equity Plans Clause in Contracts

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Plans”). At the Effective Time, each option to purchase shares of common stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Option be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target number. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consents.

Company Equity Plans. (ai) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s 1997 Stock Incentive Plan, 1997 Stock Option Plan, 1997 Outside Directors Stock Option Plan, and 2004 Equity Incentive Plan (collectively, the “Company Option Plans”), whether or not later than immediately then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company after the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options to the extent such Company Options shall not theretofore have been exercised (the “Option Amount”) (such payment to be net of applicable withholding taxes). Immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors deposit in a bank account an amount of or other service providers cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 2.1(d). From and after the Effective Time, other than as expressly set forth in this Section 2.1(d), no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or its Subsidiaries (collectively, the “Option Plans”her Company Options as set forth in this Section 2.1(d). At the Effective Time, each option Company Option with an exercise price equal to purchase shares of common stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of greater than the Merger and Price shall terminate, in accordance with their terms, without any action on the part payment of any holder of any Option be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and consideration. (ii) the number of shares subject Immediately prior to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then Company Common Stock subject to a right of reacquisition by the subject of a restricted stock award granted under the Option Plans or otherwise Company (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Company Restricted Stock”), ) and (ii) each restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the a Company Option Plans or otherwise Plan (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only vest (and in the target number case of a Restricted Stock Unit, shares of common stock of the Company that are the subject thereof as of the Effective Time and Common Stock shall by virtue of the Merger and without any action be issued), in each case contingent on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target number of shares onlyClosing. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target number. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the The Company shall take all actions necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans such vesting and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consentsissuance.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Plans”). At the Effective Time, each option to purchase shares of common stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Option be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target number. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take have taken all necessary actions so that, at the Effective Time, each unexpired and unexercised stock option under the DMI Furniture, Inc. 1993 Long Term Incentive Stock Plan for Employees, the DMI Furniture, Inc. 1998 Stock Plan for Independent Directors, or the DMI Furniture, Inc. Nonemployee Directors Stock Option Program (collectively, the “Option Plans”), or otherwise granted by the Company outside of the Option Plans (collectively, the “Options”) other than any Option identified on Section 2.4(a) of the Company Disclosure Schedule, will be assumed by Parent in accordance with the existing terms of such Options and any applicable Option Plan as of the Effective Time as hereinafter provided. At the Effective Time, without further action on the part of the Company or the holder of such Option, each Option assumed by Parent will be automatically converted into an option (the “New Parent Option”) to purchase common stock, par value $1.00 per share, of Parent (the “Parent Common Shares”). With respect to each such New Parent Option (i) in accordance with that certain SEC no-action letterthe number of Parent Common Shares subject to such New Parent Option will be determined by multiplying the number of Shares subject to such Option immediately prior to the Effective Time by the Option Exchange Ratio, dated January 12, 1999, and rounding any fractional share down to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Actnearest whole share, and (ii) the per share exercise price of such New Parent Option will be determined by dividing the exercise price per share specified in such Option by the Option Exchange Ratio, and rounding the exercise price thus determined up to effect the treatment nearest whole cent, provided, however, that in the case of any such Option to which Section 422 of the Code applies, the adjustments provided for in this Section shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. Such New Parent Option shall otherwise be subject to the same terms and conditions as such Option. At the Effective Time, (i) all references in the Option Plans, the applicable stock option or other award agreements issued thereunder and in any other Options to the Company shall be deemed to refer to Parent; and (ii) Parent shall assume the Option Plans and all of the Company’s obligations with respect to such Options, Restricted Stock and Restricted Stock Units set forth in subject to this Section 2.4, including obtaining any . The “Option Exchange Ratio” shall mean the Offer Price divided by the average of the closing price per Parent Common Share as reported in The Wall Street Journal for each of the ten consecutive trading days in the period ending (and all necessary consentsinclusive of ) the date that is five trading days prior to the Effective Time.

Company Equity Plans. (a) Effective not later than immediately prior to as of the Effective Time, the Company shall (i) terminate the Leopard Corporation Equity Compensation Company’s 2005 Long Term Incentive Plan, 2003 Long Term Incentive Plan, Amended and Restated Stock Incentive Plan and Director’s Stock Incentive Plan and any predecessor plans thereto and thereto, each other equity compensation plan pursuant to which awards were granted to employees or directors as amended through the date of or other service providers to the Company or its Subsidiaries this Agreement (collectively, the “Option Plans”). At , and (ii) cancel, at the Effective Time, each outstanding option to purchase shares of common stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of such date. Each holder of an Option that is outstanding and unexercised at the Effective Time and shall by virtue whether or not vested pursuant to the terms of the Merger and without any action on the part of any holder of any applicable Option Plan shall be cancelled and converted into the right entitled to receive from the Surviving Corporation immediately after the Effective Time a Time, in exchange for the cancellation of such Option, an amount in cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price Merger Consideration over (y) the per share exercise price of such Option, and (ii) multiplied by the number of shares Shares subject to such Option as of the Effective Time (the, “Option Consideration”)Time. As of the Effective Time, Any such payments shall be subject to all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Considerationapplicable Tax withholding requirements. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the The Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target number. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c2.3(a) to any holder of Options, Restricted Stock, or Restricted Stock Units Options such amounts as the Company Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax tax Law. To the extent that amounts are so deducted and withheld by Purchaserthe Surviving Corporation and paid to the appropriate Taxing Authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units Options in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing AuthorityMerger Sub. (ec) Prior As soon as practicable following the date of this Agreement, the Company Board of Directors (or, if appropriate, any committee or subcommittee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to provide for the lapse as of the Effective Time of all forfeiture provisions applicable to any shares of Restricted Stock. Each holder of Restricted Stock shall be treated as a holder of the corresponding number of Shares as of the Effective Time in accordance with the terms of Section 2.2 in the same manner as other Shares issued and outstanding as of immediately prior to the Effective Time; provided, that in the event that the terms of any Option Plan prohibit the payment of the Merger Consideration immediately after the Effective Time, such payment shall be made as soon as permitted pursuant to the terms of such Option Plan. As used in this Agreement, “Restricted Stock” means any outstanding award of restricted Company common stock with respect to which the restrictions have not lapsed, and which award shall not have previously expired or terminated, to a current or former employee, director or independent contractor of the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that or any of the treatment of Options, Restricted Stock and/or Restricted Stock Units Company Subsidiaries or any predecessor thereof pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) any applicable Option Plan or (e), as applicable, under any other contract or agreement entered into by the Exchange Act, and (ii) to effect the treatment Company or any of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consentsCompany Subsidiaries.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan any and any predecessor plans thereto and each other all equity compensation plan plans pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Equity Plans”). At the Effective Time, each option to purchase shares of common stock of the Company Company, par value $0.01 per share (the “Common Stock”) granted under the Option Equity Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Option, each Option to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock Common Stock granted under the Option Equity Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or RSU, such Time-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying shareConsideration. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company Common Stock granted under the Option Equity Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target maximum number of shares of common stock of Common Stock payable under the Company that are the subject thereof award as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or RSU, such Performance-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target the maximum number of shares only. Any shares of common stock subject to any Performance-Based Restricted Common Stock or Performance-Based RSU in excess payable under the award as of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target numberTime. (d) At the Effective Time, each deferred stock unit award evidencing the right to receive shares of Common Stock granted under the Equity Plans that is payable on future event or events (each a “DSU“) that is outstanding immediately prior thereto shall become payable as of the Effective Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any DSU, each DSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time, the Merger Consideration. (e) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c2.4(a)-(d) to any holder of Options, Restricted Stock, or Restricted Stock Units or DSUs such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock Units and/or Restricted Stock Units DSUs in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c2.4(a)-(d) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consents.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan any and any predecessor plans thereto and each other all equity compensation plan plans or arrangements pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Equity Plans”). At the Effective Time, each option to purchase shares of common stock Common Stock of the Company granted under the Option Equity Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Option, each Option to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, the “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock Common Stock granted under the Option Equity Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or RSU, such Time-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying shareConsideration. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company Common Stock granted under the Option Equity Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target maximum number of shares of common stock of Common Stock payable under the Company that are the subject thereof award as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or RSU, such Performance-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target the maximum number of shares only. Any shares of common stock subject to any Performance-Based Restricted Common Stock or Performance-Based RSU in excess payable under the award as of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target numberTime. (d) At the Effective Time, each deferred stock unit award evidencing the right to receive shares of Common Stock granted under the Equity Plans that is payable on future event or events (each a “DSU”) that is outstanding immediately prior thereto shall become payable as of the Effective Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any DSU, each DSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time, the Merger Consideration. (e) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c2.4(a)-(d) to any holder of Options, Restricted Stock, or Restricted Stock Units or DSUs such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock Units and/or Restricted Stock Units DSUs in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c2.4(a)-(d) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consents.

Company Equity Plans. (ai) Effective not later than Subject to paragraph (ii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s Key Employee Stock Option Plan, the Restaurant Management Stock Option Plan, the 1995 Outside Directors Stock Option Plan, the 1998 Stock Option Plan and the 1999 Nonstatutory Stock Option Plan (collectively, the “Company Option Plans”), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price per share over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options, including shares, if any, which would otherwise be unvested or non-exercisable prior to the Closing Date (the “Option Amount”) (such payment to be net of applicable withholding taxes). Company shall take all necessary actions (including providing all required notices and obtaining all applicable consents) to ensure that all outstanding Company Options and all Company Option Plans are terminated as of the Effective Time. Prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors deposit in a bank account an amount of or other service providers cash equal to the Option Amount for each Company or its Subsidiaries Option then outstanding (collectivelysubject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the “Option Plans”Effective Time to Table of Contents the holders of such Company Options in accordance with this Section 2.1(e). At From and after the Effective Time, each other than as expressly set forth in this Section 2.1(e), (i) no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Company Options as set forth in this Section 2.1(e) and (ii) any Company Option not otherwise exercised and/or cancelled prior to the Effective Time, on account of the lack of such option holder’s consent (if required) to purchase shares terminate such Company Option, shall nevertheless automatically be terminated as required pursuant to the Company Option Plan and applicable Company Option agreement, and the holder of common such terminated Company Option shall forfeit any and all rights to any proceeds or other consideration, including specifically the Option Amount, on account of the termination and cancellation of such Company Option. (ii) Except as provided herein or as otherwise agreed by the parties, the Company shall take all actions prior to or as of the Closing Date to the effect that the Company Option Plans and any other plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested terminate as of the Effective Time. The Company shall exercise commercially reasonable efforts to ensure that following the Effective Time and no current or former employee, officer, director or consultant shall have any option to acquire any Company Common Stock or any other equity interest in the Company under the Company Option Plans or any other plan, program or arrangement maintained by virtue the Company. (iii) Prior to the Effective Time, the Company’s Board of Directors (acting upon the recommendation of the Merger Special Committee), or, if appropriate, any committee administering the Company Option Plans, shall adopt such resolutions or take such actions as are necessary to carry out the terms of Section 2.1(e)(i), subject, if necessary, to obtaining consents of the holders of Company Options to the cancellation thereof in exchange for the consideration set forth in Section 2.1(e)(i). (iv) The Company’s Board of Directors shall take all action necessary to cause (i) any “Purchase Periods” (as defined in the Company’s Employee Stock Purchase Plan (“ESPP”)) then in progress to be shortened by establishing a final “Purchase Date” (as also defined in the Company ESPP) as of a date prior to the Effective Time, and without any action Purchase Periods then in progress shall end on such new final Purchase Date, and (ii) the termination of the Company ESPP effective as of a time following such new final Purchase Date but at or prior to the Effective Time. All outstanding purchase rights under the ESPP shall automatically be exercised, in accordance with the terms of the ESPP, on the part day immediately prior to the Effective Time, and each share of any holder of any Option Company Common Stock purchased under those exercised rights shall at the Effective Time be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target number. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable Price pursuant to Section 2.4(a)-(c2.1(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by PurchaserAgreement. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the The Company shall take all necessary action (i) in accordance cause the ESPP to terminate with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consentssuch purchase.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Plans”). At the Effective Time, each option to purchase shares of common stock of the Company Common Stock, whether granted under the Company's 2004 Stock Incentive Plan or 2008 Omnibus Incentive Plan (collectively, the "Option Plans Plans") or otherwise (each, an “"Option”) ", that is outstanding and unexercised immediately prior thereto shall become fully vested as of immediately prior to the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Option be cancelled and converted into the right to receive from the Surviving Corporation immediately after Company at the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price Merger Consideration over (y) the per share exercise price of such Option, ; and (ii) the number of shares subject to such Option as of the Effective Time (the, “the "Option Consideration”"). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option ConsiderationConsideration and with respect to Section 15 of the 2008 Omnibus Incentive Plan. (b) At the Effective Time, each (i) share award of common stock that is then the subject shares of a restricted stock award Company Common Stock granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based an award of "Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”") that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (A) the Merger Consideration in respect and (B) the number of each underlying shareshares subject to such Restricted Stock award. (c) At The Company shall take all actions necessary so that the Effective Time, each Company 2008 Employee Stock Purchase Plan (the "Company ESPP") shall terminate on the earlier to occur of (i) restricted common stock award granted the day following the last day of the Offering Period and Purchase Period (each as defined under the Option Plans Company ESPP) in effect as of the date of this Agreement or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof and effective as of the Effective Time and shall by virtue Time. In the case of termination of the Merger Company ESPP pursuant to clause (ii), the Offering Period and without any action Purchase Period then in effect shall be deemed to have ended on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into date that is the right last trading day prior to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration such termination in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess accordance with Section 28.c of the target number shall be cancelled at the Effective Time Company ESPP and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights of participants in the Company ESPP with respect to such shares in excess of the target numberOffering Period and Purchase Period will be automatically exercised on such trading day. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans Plans, Company ESPP and Options, Restricted Stock Options and Restricted Stock Units set forth in this Section 2.4, including issuing any required notices and obtaining any and all necessary consents.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Plans”). At the Effective Time, each option to purchase shares of common stock of the Company Common Stock, whether granted under the Company’s 2004 Stock Incentive Plan or 2008 Omnibus Incentive Plan (collectively, the “Option Plans Plans”) or otherwise (each, an “Option”) ), that is outstanding and unexercised immediately prior thereto shall become fully vested as of immediately prior to the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Option be cancelled and converted into the right to receive from the Surviving Corporation immediately after Company at the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price Merger Consideration over (y) the per share exercise price of such Option, ; and (ii) the number of shares subject to such Option as of the Effective Time (the, the “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option ConsiderationConsideration and with respect to Section 15 of the 2008 Omnibus Incentive Plan. (b) At the Effective Time, each (i) share award of common stock that is then the subject shares of a restricted stock award Company Common Stock granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a an award of “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (A) the Merger Consideration in respect and (B) the number of each underlying shareshares subject to such Restricted Stock award. (c) At The Company shall take all actions necessary so that the Effective Time, each Company 2008 Employee Stock Purchase Plan (the “Company ESPP”) shall terminate on the earlier to occur of (i) restricted common stock award granted the day following the last day of the Offering Period and Purchase Period (each as defined under the Option Plans Company ESPP) in effect as of the date of this Agreement or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof and effective as of the Effective Time and shall by virtue Time. In the case of termination of the Merger Company ESPP pursuant to clause (ii), the Offering Period and without any action Purchase Period then in effect shall be deemed to have ended on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into date that is the right last trading day prior to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration such termination in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess accordance with Section 28.c of the target number shall be cancelled at the Effective Time Company ESPP and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights of participants in the Company ESPP with respect to such shares in excess of the target numberOffering Period and Purchase Period will be automatically exercised on such trading day. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans Plans, Company ESPP and Options, Restricted Stock Options and Restricted Stock Units set forth in this Section 2.4, including issuing any required notices and obtaining any and all necessary consents.

Company Equity Plans. (ai) Effective not later than Subject to paragraph (ii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s Key Employee Stock Option Plan, the Restaurant Management Stock Option Plan, the 1995 Outside Directors Stock Option Plan, the 1998 Stock Option Plan and the 1999 Nonstatutory Stock Option Plan (collectively, the “Company Option Plans”), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price per share over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options, including shares, if any, which would otherwise be unvested or non-exercisable prior to the Closing Date (the “Option Amount”) (such payment to be net of applicable withholding taxes). Company shall take all necessary actions (including providing all required notices and obtaining all applicable consents) to ensure that all outstanding Company Options and all Company Option Plans are terminated as of the Effective Time. Prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan and any predecessor plans thereto and each other equity compensation plan pursuant to which awards were granted to employees or directors deposit in a bank account an amount of or other service providers cash equal to the Option Amount for each Company or its Subsidiaries Option then outstanding (collectivelysubject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the “Option Plans”Effective Time to the holders of such Company Options in accordance with this Section 2.1(e). At From and after the Effective Time, each other than as expressly set forth in this Section 2.1(e), (i) no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Company Options as set forth in this Section 2.1(e) and (ii) any Company Option not otherwise exercised and/or cancelled prior to the Effective Time, on account of the lack of such option holder’s consent (if required) to purchase shares terminate such Company Option, shall nevertheless automatically be terminated as required pursuant to the Company Option Plan and applicable Company Option agreement, and the holder of common such terminated Company Option shall forfeit any and all rights to any proceeds or other consideration, including specifically the Option Amount, on account of the termination and cancellation of such Company Option. (ii) Except as provided herein or as otherwise agreed by the parties, the Company shall take all actions prior to or as of the Closing Date to the effect that the Company Option Plans and any other plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of the Company granted under the Option Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested terminate as of the Effective Time. The Company shall exercise commercially reasonable efforts to ensure that following the Effective Time and no current or former employee, officer, director or consultant shall have any option to acquire any Company Common Stock or any other equity interest in the Company under the Company Option Plans or any other plan, program or arrangement maintained by virtue the Company. (iii) Prior to the Effective Time, the Company’s Board of Directors (acting upon the recommendation of the Merger Special Committee), or, if appropriate, any committee administering the Company Option Plans, shall adopt such resolutions or take such actions as are necessary to carry out the terms of Section 2.1(e)(i), subject, if necessary, to obtaining consents of the holders of Company Options to the cancellation thereof in exchange for the consideration set forth in Section 2.1(e)(i). (iv) The Company’s Board of Directors shall take all action necessary to cause (i) any “Purchase Periods” (as defined in the Company’s Employee Stock Purchase Plan (“ESPP”)) then in progress to be shortened by establishing a final “Purchase Date” (as also defined in the Company ESPP) as of a date prior to the Effective Time, and without any action Purchase Periods then in progress shall end on such new final Purchase Date, and (ii) the termination of the Company ESPP effective as of a time following such new final Purchase Date but at or prior to the Effective Time. All outstanding purchase rights under the ESPP shall automatically be exercised, in accordance with the terms of the ESPP, on the part day immediately prior to the Effective Time, and each share of any holder of any Option Company Common Stock purchased under those exercised rights shall at the Effective Time be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock granted under the Option Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or Time-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying share. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company granted under the Option Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of the Company that are the subject thereof as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or Performance-Based RSU be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Stock or Performance-Based RSU in excess of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target number. (d) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable Price pursuant to Section 2.4(a)-(c2.1(c) to any holder of Options, Restricted Stock, or Restricted Stock Units such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock and/or Restricted Stock Units in respect of which such deduction and withholding was required to be made by PurchaserAgreement. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the The Company shall take all necessary action (i) in accordance cause the ESPP to terminate with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consentssuch purchase.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan any and any predecessor plans thereto and each other all equity compensation plan plans pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Equity Plans”). At the Effective Time, each option to purchase shares of common stock of the Company Company, par value $0.01 per share (the “Common Stock”) granted under the Option Equity Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Option, each Option to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock Common Stock granted under the Option Equity Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or RSU, such Time-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying shareConsideration. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company Common Stock granted under the Option Equity Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target number of shares of common stock of Common Stock payable under the Company that are the subject thereof award as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or RSU, such Performance-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such the target number of shares only. Any shares of common stock subject to any Performance-Based Restricted Common Stock or Performance-Based RSU in excess payable under the award as of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target numberTime. (d) At the Effective Time, each deferred stock unit award evidencing the right to receive shares of Common Stock granted under the Equity Plans that is payable on future event or events (each a “DSU”) that is outstanding immediately prior thereto shall become payable as of the Effective Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any DSU, each DSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time, the Merger Consideration. (e) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c2.4(a)-(d) to any holder of Options, Restricted Stock, or Restricted Stock Units or DSUs such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock Units and/or Restricted Stock Units DSUs in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c2.4(a)-(d) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consents.

Company Equity Plans. (a) Effective not later than immediately prior to the Effective Time, the Company shall terminate the Leopard Corporation Equity Compensation Plan any and any predecessor plans thereto and each other all equity compensation plan plans pursuant to which awards were granted to employees or directors of or other service providers to the Company or its Subsidiaries (collectively, the “Option Equity Plans”). At the Effective Time, each option to purchase shares of common stock of the Company Company, par value $0.01 per share (the “Common Stock”) granted under the Option Equity Plans or otherwise (each, an “Option”) that is outstanding and unexercised immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Option, each Option to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per share exercise price of such Option, and (ii) the number of shares subject to such Option as of the Effective Time (the, “Option Consideration”). As of the Effective Time, all Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. (b) At the Effective Time, each (i) share of common stock that is then the subject of a restricted stock award granted under the Option Plans or otherwise (other than awards of Performance-Based Restricted Stock) that vests based solely on the passage of time (each, a “Time-Based Restricted Stock”), and (ii) restricted stock unit that is then the subject of a restricted stock unit award evidencing the right to receive shares of common stock Common Stock granted under the Option Equity Plans or otherwise (other than awards of Performance-Based RSUs) that vests based solely on the passage of time (each, a “Time-Based RSU”) that is outstanding immediately prior thereto shall become fully vested as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Time-Based Restricted Stock or RSU, such Time-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of each underlying shareConsideration. (c) At the Effective Time, each (i) restricted common stock award granted under the Option Plans or otherwise that vests based on attainment of performance goals (each, a “Performance-Based Restricted Stock” and together with the Time-Based Restricted Stock, a “Restricted Stock”), and (ii) restricted stock unit award evidencing the right to receive shares of common stock of the Company Common Stock granted under the Option Equity Plans or otherwise that vests based on the attainment of performance goals (each, a “Performance-Based RSU” and together with the Time-Based RSU, a “Restricted Stock Unit”) that is outstanding immediately prior thereto shall become fully vested as to only the target maximum number of shares of common stock of Common Stock payable under the Company that are the subject thereof award as of the Effective Time Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any Performance-Based Restricted Stock or RSU, such Performance-Based RSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time the Merger Consideration in respect of such target the maximum number of shares only. Any shares of common stock subject to any Performance-Based Restricted Common Stock or Performance-Based RSU in excess payable under the award as of the target number shall be cancelled at the Effective Time and each holder of such Performance-Based Restricted Stock or Performance-Based RSU shall cease to have any rights with respect to such shares in excess of the target numberTime. (d) At the Effective Time, each deferred stock unit award evidencing the right to receive shares of Common Stock granted under the Equity Plans that is payable on future event or events (each a “DSU”) that is outstanding immediately prior thereto shall become payable as of the Effective Time, and the Company shall take all action necessary to cause, by virtue of the Merger and without any action on the part of any holder of any DSU, each DSU to be cancelled and converted into the right to receive from the Surviving Corporation immediately after the Effective Time, the Merger Consideration. (e) Purchaser shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 2.4(a)-(c2.4(a)-(d) to any holder of Options, Restricted Stock, or Restricted Stock Units or DSUs such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options, Restricted Stock Units and/or Restricted Stock Units DSUs in respect of which such deduction and withholding was required to be made by Purchaser. At Purchaser’s election, amounts payable pursuant to Section 2.4(a)-(c2.4(a)-(d) may be paid to the Surviving Corporation, which shall pay such amounts net of such withholding and pay such withholding over to the appropriate Taxing Authority. (e) Prior to the Effective Time, the Company shall take all necessary action (i) in accordance with that certain SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) to provide that the treatment of Options, Restricted Stock and/or Restricted Stock Units pursuant to Section 2.4(a)-(c) will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and (ii) to effect the treatment of the Option Plans and Options, Restricted Stock and Restricted Stock Units set forth in this Section 2.4, including obtaining any and all necessary consents.