Common use of Company Stock Options and Other Equity-Based Awards Clause in Contracts

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each option to purchase shares of Company Common Stock under the applicable Company Stock Plans that is outstanding immediately prior to the Effective Time, whether or not then vested and exercisable (collectively, the “Company Stock Options”) shall cease to represent a right to acquire shares of Company Common Stock and shall be converted, at the Effective Time, into a fully vested and immediately exercisable option to purchase shares of Parent Common Stock (a “Parent Stock Option”), on the same terms and conditions as were applicable under such Company Stock Option (but taking into account any changes thereto, including the acceleration thereof, provided for in the Company Stock Plans, in an award agreement or in such Company Stock Option by reason of this Agreement or the transactions contemplated herein), except that: (i) each Parent Stock Option shall have an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock for such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share of Parent Common Stock; provided, however, that notwithstanding anything to the contrary in this Agreement, in all cases such conversion shall be effected in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of the Code with respect to Company Stock Options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code).

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each option to purchase shares of Company Common Stock under the applicable Each Company Stock Plans Option (as defined in Section 3.2(b)) that is was granted pursuant to the Company Stock Option Plan (as defined in Section 3.2(b)) prior to the Effective Time and which remains outstanding immediately prior to the Effective Time, whether or not then vested and exercisable (collectively, the “Company Stock Options”) Time shall cease to represent a right to acquire shares of Company Common Stock and shall be converted, at the Effective Time, into a fully vested and immediately exercisable an option to purchase shares of Parent Common Stock (a “Parent Stock Option”)acquire, on the same terms and conditions as were applicable under such the Company Stock Option (but taking into account any changes thereto, including the acceleration thereof, thereto provided for in the Company Stock Plans, in an award agreement Option Plan or in such Company Stock Option option by reason of this Agreement or the transactions contemplated hereinhereby), except that: (i) each Parent Stock Option shall have an exercise price per share that number of shares of Parent Common Stock equal to determined by multiplying the exercise price per share number of shares of Company Common Stock for subject to such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share of Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; providedPROVIDED, howeverHOWEVER, that notwithstanding anything in the case of any Company Stock Option to which Section 421 of the contrary in this AgreementCode applies by reason of its qualification under Section 422 of the Code, in all cases the option price, the number of shares subject to such conversion option and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of Code. On or prior to the Code with respect to Effective Time, the Company will take all actions necessary such that all Company Stock Options that outstanding prior to the Effective Time are not intended to qualify as “incentive stock options” within treated in accordance with the meaning of Section 422 of the Code)immediately preceding sentence.

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each option to purchase shares of Company Common Stock under the applicable Each Company Stock Plans Option (as defined in Section 3.2(b)) that is remains outstanding immediately prior to the Effective Time, whether or not then vested and exercisable Time (collectively, the “other than any such Company Stock Options”Option that, in accordance with the terms thereof is to be converted into a right to receive a cash payment from the Company) shall cease to represent a right to acquire shares of Company Common Stock and shall be converted, at the Effective Time, into a fully vested and immediately exercisable an option to purchase shares of Parent Common Stock (a “Parent Stock Option”)acquire, on the same terms and conditions as were applicable under to such Company Stock Option (but taking into account any changes thereto, including the acceleration thereof, thereto provided for in the applicable Company Stock PlansIncentive Plan (as defined in Section 3.2(b)(ii)), any applicable employment agreement (including change in an award agreement control agreements or provisions) or in such Company Stock Option option by reason of this Agreement or the transactions contemplated hereinhereby), except that: (i) each Parent Stock Option shall have an exercise price per share that number of Parent shares of Riverwood Common Stock equal to determined by multiplying the exercise price per share number of shares of Company Common Stock for subject to such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share of Parent Riverwood Common Stock; provided, however, that notwithstanding anything at a price per share (rounded to the contrary nearest one-hundredth of a cent) equal to the per share exercise price specified in this Agreementsuch Company Stock Option divided by the Exchange Ratio; provided that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, in all cases the option price, the number of shares subject to such conversion option and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of Code. On or prior to the Code with respect to Effective Time, the Company will take all actions necessary such that all Company Stock Options that outstanding prior to the Effective Time under the Company Stock Incentive Plans are not intended to qualify as “incentive stock options” within treated in accordance with the meaning of Section 422 of the Code)immediately preceding sentences.