Common use of Company Stock Appreciation Rights Clause in Contracts

Company Stock Appreciation Rights. (i) At the Effective Time, each Company Stock Appreciation Right (or portion thereof) that is outstanding and 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 (each, an “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, (B) the number of shares of Parent Common Stock subject to each Assumed Stock Appreciation Right shall be equal to the product of (x) the number of shares of Company Common Stock underlying such Assumed Stock Appreciation Right as of immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (C) 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 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). The assumption of Assumed Stock Appreciation Rights pursuant to this Section shall be effected in a manner that satisfies the requirements of Sections 409A of the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(a)(ii) will be construed consistent with this intent.

Company Stock Appreciation Rights. (i) At 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 (Right”), whether vested or portion thereof) unvested, that is outstanding and vested unexercised 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 (each, an a “Assumed Stock Parent Share Appreciation Right”). Each such Assumed Stock Appreciation Right shall be subject to substantially the same terms and conditions as applied ) (i) in respect of that number of whole Parent Shares (rounded down to the related Company Stock Appreciation Right immediately prior to the Effective Time, including the vesting schedule applicable thereto, except that (Anearest whole share) such Assumed Stock Appreciation Right shall become a stock-settled award under the Parent Equity Plan as of and following the Effective Time, (B) the number of shares of Parent Common Stock subject to each Assumed Stock Appreciation Right shall be equal to the product of obtained by multiplying (xA) the number of shares of Company Common Stock underlying subject to such Assumed Company Stock Appreciation Right as of immediately prior to the Effective Time multiplied by (yB) the Exchange Ratio Ratio, (with the resulting number rounded down to the nearest whole share), and (Cii) the per share exercise price of each Assumed Stock Appreciation Right shall be equal to the quotient determined by dividing (x) the at an exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by Parent Share (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 of Company Common Stock of such Company Stock Appreciation Right by (B) the Exchange Ratio. The assumption of Assumed 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 Rights 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 effected in a manner that satisfies subject to, the requirements same terms and conditions as applied to the corresponding Company Stock Appreciation Right as of Sections 409A of immediately prior to the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(a)(ii) will be construed consistent with this intentEffective Time.

Company Stock Appreciation Rights. (i) At the Effective Time, each stock appreciation right representing the right to receive a payment in shares of Company Common Stock under any Company Stock Appreciation Right (or portion thereof) Plan that is outstanding and vested as of unexercised immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled SARCompany Stock Appreciation Right”) shallthat is vested or that, by virtue pursuant to its terms as in effect as of the Merger and at date hereof, would become vested as of the direction of Parent (which is hereby given pursuant to this Agreement)Effective Time, with a per share exercise price less than the Equity Award Cash Consideration, shall 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 product of (A) the excess, if any, of (1) the Merger 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 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. multiplied by (iiB) 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 (or portion thereof) that is outstanding and unvested vested or that, pursuant to its terms as in effect as of immediately prior 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 (and does not vest as a result shall, by virtue of the consummation Merger and without further action on the part of the transactions contemplated hereby) shall holder thereof, be assumed by Parent and become, as of the Effective Time, a stock appreciation right (each, an “Assumed Stock Appreciation Right”). Each such Assumed Stock Appreciation Right shall be subject ) representing the right to substantially 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 the related each such Company Stock Appreciation Right immediately prior to the Effective Time, including the vesting schedule applicable theretoshares of Parent Common Stock, 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, (B) the number of shares of Parent Common Stock Stock, rounded down to the nearest whole share, subject to each such Assumed Stock Appreciation Right shall be equal to the product of (x) the number of shares of Company Common Stock underlying that were subject to such Assumed Company Stock Appreciation Right as of immediately prior to the Effective Time Time, multiplied by (y) the Equity Award Exchange Ratio (with the resulting number rounded down to the nearest whole share)Ratio, and (CB) the per share exercise price of each Assumed Stock Appreciation Right shall be equal price, rounded up to the nearest whole cent, shall equal the quotient determined by dividing of (x1) the exercise price per share of Company Common Stock at which such Assumed Option Company Stock Appreciation Right was exercisable immediately prior to the Effective Time Time, divided by (y2) the Equity Award Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). The assumption of Assumed Stock Appreciation Rights pursuant to this Section shall be effected in a manner that satisfies the requirements of Sections 409A of the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(a)(ii) will be construed consistent with this intentRatio.

Company Stock Appreciation Rights. (i) At the Effective Time, each stock appreciation right representing the right to receive a payment in shares of Company Common Stock under any Company Stock Appreciation Right (or portion thereof) Plan that is outstanding and vested as of unexercised immediately prior to the Effective Time (each. a "Company Stock Appreciation Right") that is vested or vests that, pursuant to its terms as a result in effect as of the consummation date hereof. would become vested as of the transactions contemplated hereby) (eachEffective Time, with a “Cancelled SAR”) shallper share exercise price less than the Equity Award Cash Consideration, by virtue of the Merger and at the direction of Parent (which is hereby given pursuant to this Agreement), shall 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 product of (A) the excess, if any, of (I) the Merger 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 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 granted11111/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) At 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, each Company Stock Appreciation Right a 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 (each, an “.. Assumed Stock Appreciation Right”). Each such Assumed Stock Appreciation Right shall be subject ") representing the right to substantially 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 the related each such Company Stock Appreciation Right immediately prior to the Effective Time, including the vesting schedule applicable theretoshares of Parent Common Stock, 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, (B) the number of shares of Parent Common Stock Stock, rounded down to the nearest whole share, subject to each such Assumed Stock Appreciation Right shall be equal to the product of (x) the number of shares of Company Common Stock underlying that were subject to such Assumed Company Stock Appreciation Right as of immediately prior to the Effective Time multiplied Time. 11111/liplied by (y) the Equity Award Exchange Ratio Ratio, and (with 8) the resulting number per share exercise price, rounded down up to the nearest whole share)cent, and (C) the per share exercise price of each Assumed Stock Appreciation Right shall be equal to the quotient determined by dividing of (xI) the exercise price per share of Company Common Stock at which such Assumed Option Company Stock Appreciation Right was exercisable immediately prior to the Effective Time Time, divided by (y2) the Equity Award Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). The assumption of Assumed Stock Appreciation Rights pursuant to this Section shall be effected in a manner that satisfies the requirements of Sections 409A of the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(a)(ii) will be construed consistent with this intentRatio.

Company Stock Appreciation Rights. (i) At the Effective Time, each stock appreciation right representing the right to receive a payment in shares of Company Common Stock under any Company Stock Appreciation Right (or portion thereof) Plan that is outstanding and vested as of unexercised immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled SAR“ Company Stock Appreciation Right ”) shallthat is vested or that, by virtue pursuant to its terms as in effect as of the Merger and at date hereof, would become vested as of the direction of Parent (which is hereby given pursuant to this Agreement)Effective Time, with a per share exercise price less than the Equity Award Cash Consideration, shall 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 product of (A) the excess, if any, of (1) the Merger 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 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. multiplied by (iiB) 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 (or portion thereof) that is outstanding and unvested vested or that, pursuant to its terms as in effect as of immediately prior 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 (and does not vest as a result shall, by virtue of the consummation Merger and without further action on the part of the transactions contemplated hereby) shall holder thereof, be assumed by Parent and become, as of the Effective Time, a stock appreciation right (each, an “Assumed Stock Appreciation Right”). Each such “ Assumed Stock Appreciation Right shall be subject ”) representing the right to substantially 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 the related each such Company Stock Appreciation Right immediately prior to the Effective Time, including the vesting schedule applicable theretoshares of Parent Common Stock, 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, (B) the number of shares of Parent Common Stock Stock, rounded down to the nearest whole share, subject to each such Assumed Stock Appreciation Right shall be equal to the product of (x) the number of shares of Company Common Stock underlying that were subject to such Assumed Company Stock Appreciation Right as of immediately prior to the Effective Time Time, multiplied by (y) the Equity Award Exchange Ratio (with the resulting number rounded down to the nearest whole share)Ratio, and (C) 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 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). The assumption of Assumed Stock Appreciation Rights pursuant to this Section shall be effected in a manner that satisfies the requirements of Sections 409A of the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(a)(ii) will be construed consistent with this intent.and

Company Stock Appreciation Rights. (i) At the Effective Time, each stock appreciation right representing the right to receive a payment in shares of Company Common Stock under any Company Stock Appreciation Right (or portion thereof) Plan that is outstanding and vested as of unexercised immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled SARCompany Stock Appreciation Right”) shallthat is vested or that, by virtue pursuant to its terms as in effect as of the Merger and at date hereof, would become vested as of the direction of Parent (which is hereby given pursuant to this Agreement)Effective Time, with a per share exercise price less than the Equity Award Cash Consideration, shall 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 product of (A) the excess, if any, of (1) the Merger 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 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. multiplied by (iiB) 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 (or portion thereof) that is outstanding and unvested vested or that, pursuant to its terms as in effect as of immediately prior 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 (and does not vest as a result shall, by virtue of the consummation Merger and without further action on the part of the transactions contemplated hereby) shall holder thereof, be assumed by Parent and become, as of the Effective Time, a stock appreciation right (each, an “Assumed Stock Appreciation Right”). Each such Assumed Stock Appreciation Right shall be subject ) representing the right to substantially 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 the related each such Company Stock Appreciation Right immediately prior to the Effective Time, including the vesting schedule applicable theretoshares of Parent Common Stock, 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, (B) the number of shares of Parent Common Stock Stock, rounded down to the nearest whole share, subject to each such Assumed Stock Appreciation Right shall be equal to the product of (x) the number of shares of Company Common Stock underlying that were subject to such Assumed Company Stock Appreciation Right as of immediately prior to the Effective Time Time, multiplied by (y) the Equity Award Exchange Ratio (with the resulting number rounded down to the nearest whole share)Ratio, and (CB) the per share exercise price of each Assumed Stock Appreciation Right shall be equal price, rounded up to the nearest whole cent, shall equal the quotient determined by dividing of (x1) the exercise price per share of Company Common Stock at which such Assumed Option Company Stock Appreciation Right was exercisable immediately prior to the Effective Time Time, divided by (y2) the Equity Award Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). The assumption of Assumed Stock Appreciation Rights pursuant to this Section shall be effected in a manner that satisfies the requirements of Sections 409A of the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(a)(ii) will be construed consistent with this intentRatio.