Common use of Company Stock Appreciation Rights Clause in Contracts

Company Stock Appreciation Rights. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each stock appreciation right that corresponds to a number of shares of Company Common Stock granted under any Company Equity Plan (each, a “Company Stock Appreciation Right”), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time shall be assumed by Parent and shall be converted into a share appreciation right (a “Parent Share Appreciation Right”) (i) in respect of that number of whole Parent Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Stock Appreciation Right as of immediately prior to the Effective Time by (B) the Exchange Ratio, (ii) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Appreciation Right by (B) the Exchange Ratio. The Parties intend that the adjustments in this Section 2.3(b) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any Company Stock Appreciation Right that is converted into a Parent Share Appreciation Right to Section 409A of the Code. Except as otherwise provided in this Section 2.3(b), each such Company Stock Appreciation Right assumed and converted into a Parent Share Appreciation Right pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of immediately prior to the Effective Time.

Company Stock Appreciation Rights. As of (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each stock appreciation right that corresponds to a number of shares of Company Common Stock granted under any Company Equity Plan (each, a “Company Stock Appreciation Right”), whether vested Right (or unvested, portion thereof) that is outstanding and unexercised vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled SAR”) shall, by virtue of the Merger and at the direction of Parent (which is hereby given pursuant to this Agreement), be cancelled and terminated and converted into the right to receive an amount in cash, without interest, with respect to each share of Company Common Stock underlying such Cancelled SAR, equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Cancelled SAR (such amount being hereinafter referred to as the “Stock Appreciation Right Consideration”). The holder of each Cancelled SAR shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no event later than the Company’s first full payroll after the Effective Time) from the Surviving Corporation, an amount in cash equal to the Stock Appreciation Right Consideration. If the exercise price per share of any such Cancelled SAR is equal to or greater than the Merger Consideration, such Cancelled SAR shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any cash payment being made in respect thereof. The payment of Stock Appreciation Right Consideration to the holder of a Cancelled SAR shall be reduced by any income or employment tax withholding required under the Code or any Applicable Law or as otherwise agreed by the parties at the time the Company Stock Appreciation Right was granted. (ii) At the Effective Time, each Company Stock Appreciation Right (or portion thereof) that is outstanding and unvested as of immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall be assumed by Parent and shall be converted into a share appreciation right (a each, an “Parent Share Assumed Stock Appreciation Right”). Each such Assumed Stock Appreciation Right shall be subject to substantially the same terms and conditions as applied to the related Company Stock Appreciation Right immediately prior to the Effective Time, including the vesting schedule applicable thereto, except that (A) such Assumed Stock Appreciation Right shall become a stock-settled award under the Parent Equity Plan as of and following the Effective Time, (iB) in respect of that the number of whole shares of Parent Shares (rounded down Common Stock subject to the nearest whole share) each Assumed Stock Appreciation Right shall be equal to the product obtained by multiplying of (Ax) the number of shares of Company Common Stock subject to underlying such Company Assumed Stock Appreciation Right as of immediately prior to the Effective Time multiplied by (By) the Exchange RatioRatio (with the resulting number rounded down to the nearest whole share), and (iiC) at an the per share exercise price of each Assumed Stock Appreciation Right shall be equal to the quotient determined by dividing (x) the exercise price per Parent Share share at which such Assumed Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share ). The assumption of Company Common Stock of such Company Assumed Stock Appreciation Right by (B) the Exchange Ratio. The Parties intend that the adjustments in this Section 2.3(b) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any Company Stock Appreciation Right that is converted into a Parent Share Appreciation Right to Section 409A of the Code. Except as otherwise provided in this Section 2.3(b), each such Company Stock Appreciation Right assumed and converted into a Parent Share Appreciation Right Rights pursuant to this Section 2.3(b) shall continue to havebe effected in a manner that satisfies the requirements of Sections 409A of the Code and the Treasury Regulations promulgated thereunder, and shall this Section 6.11(a)(ii) will be subject to, the same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of immediately prior to the Effective Timeconstrued consistent with this intent.

Company Stock Appreciation Rights. As of (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each stock appreciation right that corresponds representing the right to receive a number of payment in shares of Company Common Stock granted under any Company Equity Stock Plan (each, a “Company Stock Appreciation Right”), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time (each, a “ Company Stock Appreciation Right ”) that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time, with a per share exercise price less than the Equity Award Cash Consideration, shall be assumed by Parent cancelled and shall be converted into a share appreciation the right (a “Parent Share Appreciation Right”) (i) to receive an amount in respect of that number of whole Parent Shares (rounded down to the nearest whole share) cash, without interest, equal to the product obtained by multiplying of (A) the excess, if any, of (1) the sum of (x) the Cash Consideration plus (y) the value equal to the product of the Parent Stock Price multiplied by the Exchange Ratio (the sum of the amounts in clauses (x) and (y), the “ Equity Award Cash Consideration ”) over (2) the applicable per share exercise price of such Company Stock Appreciation Right multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Appreciation Right as of immediately prior to Right. At the Effective Time by (B) the Exchange RatioTime, (ii) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Appreciation Right by (B) the Exchange Ratio. The Parties intend that the adjustments in this Section 2.3(b) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any each Company Stock Appreciation Right that is converted into vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time, with a Parent Share per share exercise price greater than or equal to the Equity Award Cash Consideration, shall be cancelled for no consideration. (ii) Each Company Stock Appreciation Right that (x) is not cancelled in accordance with Section 2.06(c) (i) or (y) is granted after the date hereof to the extent permitted under Section 409A 6.01(d) , at the Effective Time shall, by virtue of the Code. Except Merger and without further action on the part of the holder thereof, be assumed by Parent and become, as otherwise provided of the Effective Time, a stock appreciation right (an “ Assumed Stock Appreciation Right ”) representing the right to receive a payment in this Section 2.3(b)shares of Parent Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Stock Appreciation Right assumed and converted into a Parent Share Appreciation Right pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of immediately prior to the Effective Time., shares of Parent Common Stock, except that (A) the number of shares of Parent Common Stock, rounded down to the nearest whole share, subject to such Assumed Stock Appreciation Right shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company Stock Appreciation Right immediately prior to the Effective Time, multiplied by (y) the Equity Award Exchange Ratio, and

Company Stock Appreciation Rights. As of (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each stock appreciation right that corresponds representing the right to receive a number of payment in shares of Company Common Stock granted under any Company Equity Stock Plan that is outstanding and unexercised immediately prior to the Effective Time (each, a “Company Stock Appreciation Right”), whether ) that is vested or unvestedthat, that is outstanding and unexercised pursuant to its terms as in effect as of immediately prior to the date hereof, would become vested as of the Effective Time Time, with a per share exercise price less than the Equity Award Cash Consideration, shall be assumed by Parent cancelled and shall be converted into a share appreciation the right (a “Parent Share Appreciation Right”) (i) to receive an amount in respect of that number of whole Parent Shares (rounded down to the nearest whole share) cash, without interest, equal to the product obtained by multiplying of (A) the excess, if any, of (1) the sum of (x) the Cash Consideration plus (y) the value equal to the product of the Parent Stock Price multiplied by the Exchange Ratio (the sum of the amounts in clauses (x) and (y), the “Equity Award Cash Consideration”) over (2) the applicable per share exercise price of such Company Stock Appreciation Right multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Appreciation Right. At the Effective Time, each Company Stock Appreciation Right that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time, with a per share exercise price greater than or equal to the Equity Award Cash Consideration, shall be cancelled for no consideration. (ii) Each Company Stock Appreciation Right that (x) is not cancelled in accordance with Section 2.06(c)(i) or (y) is granted after the date hereof to the extent permitted under Section 6.01(d), at the Effective Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and become, as of the Effective Time, a stock appreciation right (an “Assumed Stock Appreciation Right”) representing the right to receive a payment in shares of Parent Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Stock Appreciation Right immediately prior to the Effective Time Time, shares of Parent Common Stock, except that (A) the number of shares of Parent Common Stock, rounded down to the nearest whole share, subject to such Assumed Stock Appreciation Right shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company Stock Appreciation Right immediately prior to the Effective Time, multiplied by (y) the Equity Award Exchange Ratio, and (B) the Exchange Ratioper share exercise price, (ii) at an exercise price per Parent Share (rounded up to the nearest whole cent) , shall equal to the quotient obtained by dividing of (A1) the exercise price per share of Company Common Stock of at which such Company Stock Appreciation Right by (B) the Exchange Ratio. The Parties intend that the adjustments in this Section 2.3(b) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any Company Stock Appreciation Right that is converted into a Parent Share Appreciation Right to Section 409A of the Code. Except as otherwise provided in this Section 2.3(b), each such Company Stock Appreciation Right assumed and converted into a Parent Share Appreciation Right pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of was exercisable immediately prior to the Effective Time, divided by (2) the Equity Award Exchange Ratio.

Company Stock Appreciation Rights. As of (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each stock appreciation right that corresponds representing the right to receive a number of payment in shares of Company Common Stock granted under any Company Equity Stock Plan (each, a “Company Stock Appreciation Right”), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time (each. a "Company Stock Appreciation Right") that is vested or that, pursuant to its terms as in effect as of the date hereof. would become vested as of the Effective Time, with a per share exercise price less than the Equity Award Cash Consideration, shall be assumed by Parent cancelled and shall be converted into a share appreciation the right (a “Parent Share Appreciation Right”) (i) to receive an amount in respect of that number of whole Parent Shares (rounded down to the nearest whole share) cash, without interest, equal to the product obtained by multiplying of (A) the excess, if any, of (I) the sum of (x) the Cash Consideration plus (y) the value equal to the product of the Parent Stock Price 11111/tip/ied by the Exchange Ratio (the sum of the amounts in clauses (x) and (y), the ''Equity Award Cash Consideration") over (2) the applicable per share exercise price of such Company Stock Appreciation Right 11111/tiplied by (8) the total number of shares of Company Common Stock subject to such Company Stock Appreciation Right. At the Effective Time. each Company Stock Appreciation Right that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time, with a per share exercise price greater than or equal to the Equity Award Cash Consideration. shall be cancelled for no consideration. (ii) Each Company Stock Appreciation Right that (x) is not cancelled in accordance with Section 2.06(c)(i) or (y) is granted after the date hereof to the extent permitted under Section 6.0l(d), at the Effective Time shall. by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and become, as of the Effective Time, a stock appreciation right (an .. Assumed Stock Appreciation Right") representing the right to receive a payment in shares of Parent Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Stock Appreciation Right immediately prior to the Effective Time Time, shares of Parent Common Stock, except that (A) the number of shares of Parent Common Stock, rounded down to the nearest whole share, subject to such Assumed Stock Appreciation Right shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company Stock Appreciation Right immediately prior to the Effective Time. 11111/liplied by (By) the Equity Award Exchange Ratio, and (ii) at an 8) the per share exercise price per Parent Share (price, rounded up to the nearest whole cent) , shall equal to the quotient obtained by dividing of (AI) the exercise price per share of Company Common Stock of at which such Company Stock Appreciation Right by (B) the Exchange Ratio. The Parties intend that the adjustments in this Section 2.3(b) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any Company Stock Appreciation Right that is converted into a Parent Share Appreciation Right to Section 409A of the Code. Except as otherwise provided in this Section 2.3(b), each such Company Stock Appreciation Right assumed and converted into a Parent Share Appreciation Right pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of was exercisable immediately prior to the Effective Time, divided by (2) the Equity Award Exchange Ratio.

Company Stock Appreciation Rights. As of (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each stock appreciation right that corresponds representing the right to receive a number of payment in shares of Company Common Stock granted under any Company Equity Stock Plan that is outstanding and unexercised immediately prior to the Effective Time (each, a “Company Stock Appreciation Right”), whether ) that is vested or unvestedthat, that is outstanding and unexercised pursuant to its terms as in effect as of immediately prior to the date hereof, would become vested as of the Effective Time Time, with a per share exercise price less than the Equity Award Cash Consideration, shall be assumed by Parent cancelled and shall be converted into a share appreciation the right (a “Parent Share Appreciation Right”) (i) to receive an amount in respect of that number of whole Parent Shares (rounded down to the nearest whole share) cash, without interest, equal to the product obtained by multiplying of (A) the excess, if any, of (1) the sum of (x) the Cash Consideration plus (y) the value equal to the product of the Parent Stock Price multiplied by the Exchange Ratio (the sum of the amounts in clauses (x) and (y), the “Equity Award Cash Consideration”) over (2) the applicable per share exercise price of such Company Stock Appreciation Right multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Appreciation Right. At the Effective Time, each Company Stock Appreciation Right that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time, with a per share exercise price greater than or equal to the Equity Award Cash Consideration, shall be cancelled for no consideration. (ii) Each Company Stock Appreciation Right that (x) is not cancelled in accordance with ‎Section 2.06(c)(i) or (y) is granted after the date hereof to the extent permitted under ‎Section 6.01(d), at the Effective Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and become, as of the Effective Time, a stock appreciation right (an “Assumed Stock Appreciation Right”) representing the right to receive a payment in shares of Parent Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Stock Appreciation Right immediately prior to the Effective Time Time, shares of Parent Common Stock, except that (A) the number of shares of Parent Common Stock, rounded down to the nearest whole share, subject to such Assumed Stock Appreciation Right shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company Stock Appreciation Right immediately prior to the Effective Time, multiplied by (y) the Equity Award Exchange Ratio, and (B) the Exchange Ratioper share exercise price, (ii) at an exercise price per Parent Share (rounded up to the nearest whole cent) , shall equal to the quotient obtained by dividing of (A1) the exercise price per share of Company Common Stock of at which such Company Stock Appreciation Right by (B) the Exchange Ratio. The Parties intend that the adjustments in this Section 2.3(b) are in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and will not subject any Company Stock Appreciation Right that is converted into a Parent Share Appreciation Right to Section 409A of the Code. Except as otherwise provided in this Section 2.3(b), each such Company Stock Appreciation Right assumed and converted into a Parent Share Appreciation Right pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of was exercisable immediately prior to the Effective Time, divided by (2) the Equity Award Exchange Ratio.