Common use of Conversion of Equity Awards Clause in Contracts

Conversion of Equity Awards. (a) At the Astro Effective Time, each Existing Company Restricted Stock Award that is outstanding under any Company Equity Plan immediately before the Astro Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into a restricted stock award denominated in shares of New Common Stock (each, a “Converted Company Restricted Stock Award”). Each Converted Company Restricted Stock Award shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Company Restricted Stock Award immediately before the Astro Effective Time (including vesting conditions, accumulated dividends and other dividend rights), except that each Converted Company Restricted Stock Award shall cover that number of shares of New Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock underlying such Existing Company Restricted Stock Award and (B) the Exchange Ratio. (b) At the Parent Effective Time, each Existing Parent Restricted Stock Award that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into a restricted stock award denominated in shares of New Common Stock (each, a “Converted Parent Restricted Stock Award”). Each Converted Parent Restricted Stock Award shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Restricted Stock Award immediately before the Parent Effective Time (including vesting conditions, accumulated dividends and other dividend rights), and each Converted Parent Restricted Stock Award shall cover that number of shares of New Common Stock equal to the number of shares of Parent Common Stock underlying such Existing Parent Restricted Stock Award. (c) At the Parent Effective Time, each Existing Parent Stock Option that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into an option to purchase shares of New Common Stock (each, a “Converted Option”). Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Stock Option immediately before the Parent Effective Time (including expiration date, vesting conditions and exercise provisions), and each Converted Option shall be exercisable for that number of shares of New Common Stock equal to the number of shares of Parent Common Stock subject to the Existing Parent Stock Option immediately before the Parent Effective Time; provided, however, that the exercise price and the number of shares of New Common Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.409A-1(b)(5)(v)(D)); provided, further, that in the case of any Existing Parent Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of New Common Stock purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code. (d) At the Parent Effective Time, each Existing Parent Stock Appreciation Right that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into an appreciation right to purchase shares of New Common Stock (each, a “Converted SAR”). Each Converted SAR shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Stock Appreciation Right immediately before the Parent Effective Time (including expiration date, vesting conditions and exercise provisions), and each Converted SAR shall be exercisable for that number of shares of New Common Stock equal to the number of shares of Parent Common Stock subject to the Existing Parent Stock Appreciation Right immediately before the Parent Effective Time; provided, however, that the exercise price and the number of shares of New Common Stock purchasable under each Converted SAR shall be determined in a manner consistent with the requirements of Sections 409A and 424 of the Code and the applicable Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.409A-1(b)(5)(v)(D)).

Conversion of Equity Awards. (a) At Subject to Section 6.14(c), prior to the Astro Effective Time, each Existing Company Restricted Stock Award that is outstanding under any Company Equity Plan immediately before the Astro WNR Board or its Compensation Committee shall adopt the NTI LTIP as of the Effective Time, whether vested or unvestedauthorize the conversion of NTI Phantom Units and NTI Restricted Units in accordance with Section 3.1(e)(i) at the Effective Time, shalland shall take such other actions as may be necessary to authorize the events contemplated in Section 3.1(e); such actions shall include the following: (i) effective as of the Effective Time, automatically the NTI LTIP shall be continued by WNR and without any required action on all NTI obligations thereunder assumed by WNR (including obligations with respect to NTI Phantom Units and NTI Restricted Units in accordance with Section 3.1(e)(i)) and such plan shall continue in effect subject to amendment, termination, and/or suspension in accordance with the part terms of the NTI LTIP, notwithstanding the Merger, applicable laws and regulations and the applicable rules of any holder or beneficiary thereof, be assumed by HoldCo unit exchange; (ii) from and converted into a restricted stock award denominated in shares of New Common Stock (each, a “Converted Company Restricted Stock Award”). Each Converted Company Restricted Stock Award shall continue to have and be subject to substantially after the same terms and conditions as were applicable to such Existing Company Restricted Stock Award immediately before the Astro Effective Time all references to NTI Common Units in the NTI LTIP shall be substituted with references to WNR Common Stock; (including vesting conditions, accumulated dividends and other dividend rights), except that each Converted Company Restricted Stock Award shall cover that number of shares of New Common Stock equal to the product (rounded down to the nearest whole number) of (Aiii) the number of shares of Company WNR Common Stock underlying such Existing Company Restricted Stock Award that will be available for grant and delivery under the NTI LTIP from and after the Effective Time shall equal the number of NTI Common Units that were available for grant and delivery under the NTI LTIP and the outstanding awards under the NTI LTIP (Bto the extent not duplicative) immediately prior to the Exchange Ratio. (b) At the Parent Effective Time, each Existing Parent Restricted as adjusted to give effect to the Stock Award that is outstanding Election Exchange Ratio; (iv) from and after the Effective Time, awards under any Parent Equity Plan the NTI LTIP may be granted only to those individuals who were eligible to receive awards under the NTI LTIP immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into a restricted stock award denominated in shares of New Common Stock (each, a “Converted Parent Restricted Stock Award”). Each Converted Parent Restricted Stock Award shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Restricted Stock Award immediately before the Parent Effective Time (including vesting conditions, accumulated dividends any individuals hired on and other dividend rightsafter the Effective Time who would have been eligible for such awards pursuant to the eligibility provisions of the NTI LTIP as in effect immediately prior to the Effective Time), ; and each Converted Parent Restricted Stock Award (v) no participant in the NTI LTIP shall cover that have any right to acquire NTI Common Units under the NTI LTIP from and after the Effective Time. WNR shall reserve for issuance a number of shares of New WNR Common Stock equal to the number of shares of Parent WNR Common Stock underlying such Existing Parent that will be available for grant and delivery under the NTI LTIP from and after the Effective Time, including shares of WNR Common Stock that will be subject to WNR Phantom Stock and WNR Restricted Stock Awardas a result of the actions contemplated by Section 3.1(e)(i). As soon as practicable following the Effective Time, WNR shall file a Form S-8 registration statement with respect to the shares of WNR Common Stock available for grant and delivery under the NTI LTIP from and after the Effective Time and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such shares are available for grant and delivery under the NTI LTIP. Prior to the Effective Time, WNR shall take such steps as may be reasonably requested by any party hereto to cause the acquisition of WNR equity compensation awards and WNR Common Stock pursuant to the Merger Transactions by each individual who is an officer or director of WNR to be exempt under Rule 16b-3 promulgated under the Exchange Act in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters. (b) As soon as practicable following the Effective Time, NTI shall file a post-effective amendment to the Form S-8 registration statement filed by NTI on August 30, 2012 deregistering all NTI Common Units thereunder. Prior to the Effective Time, the NTI GP Board shall take such action and adopt such resolutions as are required to (A) effectuate the treatment of the NTI Phantom Units and NTI Restricted Units pursuant to the terms of Section 3.1(e) of this Agreement and (B) prevent and waive the forfeiture of any NTI Phantom Units and NTI Restricted Units that would otherwise be forfeited pursuant to Section 6(d)(ii) of the NTI LTIP. (c) At Notwithstanding anything to the Parent contrary in Section 6.14(a), the WNR Board or its Compensation Committee may, at its option, prior to the Effective Time, each Existing Parent Stock Option that is authorize the conversion of outstanding under any Parent Equity Plan immediately before NTI LTIP awards in accordance with Section 3.1(e)(i) to be effective at the Parent Effective Time, whether vested and may, in such event, elect either to adopt or unvestednot to adopt the NTI LTIP. In the event that the WNR Board or its Compensation Committee elects not to adopt the NTI LTIP pursuant to this Section 6.14(c), shall, automatically and without any required action on the part provisions of any holder or beneficiary thereof, be assumed by HoldCo and converted into an option to purchase shares of New Common Stock (each, a “Converted Option”). Each Converted Option Section 6.14(a) shall continue to have apply in full force and be subject effect pursuant to substantially the same their terms and conditions as were applicable to such Existing Parent Stock Option immediately before the Parent Effective Time (including expiration date, vesting conditions and exercise provisions), and each Converted Option shall be exercisable for other than those provisions of Section 6.14(a) that number of shares of New Common Stock equal relate to the number of shares of Parent Common Stock subject to the Existing Parent Stock Option immediately before the Parent Effective Time; provided, however, that the exercise price and the number of shares of New Common Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A adoption of the Code and the applicable Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.409A-1(b)(5)(v)(D)); provided, further, that in the case of any Existing Parent Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of New Common Stock purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the CodeNTI LTIP. (d) At the Parent Effective Time, each Existing Parent Stock Appreciation Right that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into an appreciation right to purchase shares of New Common Stock (each, a “Converted SAR”). Each Converted SAR shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Stock Appreciation Right immediately before the Parent Effective Time (including expiration date, vesting conditions and exercise provisions), and each Converted SAR shall be exercisable for that number of shares of New Common Stock equal to the number of shares of Parent Common Stock subject to the Existing Parent Stock Appreciation Right immediately before the Parent Effective Time; provided, however, that the exercise price and the number of shares of New Common Stock purchasable under each Converted SAR shall be determined in a manner consistent with the requirements of Sections 409A and 424 of the Code and the applicable Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.409A-1(b)(5)(v)(D)).

Conversion of Equity Awards. (a) At the Astro Effective TimeYou acknowledge and agree that, each Existing Company on October 28, 2019, Berkshire Grey and you entered into a Restricted Stock Award that is outstanding under any Company Equity Plan immediately before the Astro Effective TimeAgreement, whether vested or unvested, shall, automatically and without any required action on the part pursuant to which you acquired an aggregate of any holder or beneficiary thereof, be assumed by HoldCo and converted into a restricted stock award denominated in 7,003,438 shares of New Common Berkshire Grey’s common stock (after conversion in connection with the de-SPAC transaction between Berkshire Grey and the legacy Berkshire Grey) under the Berkshire Grey Inc. 2013 Stock Option and Incentive Plan (each, a the “Converted Company Restricted Stock AwardAgreement”), of which, 1,023,825 shares of Berkshire Grey’s common stock have since been repurchased by Berkshire Grey. Each Converted Company Restricted Stock Award shall continue to have You further acknowledge and be subject to substantially agree that, at the same terms and conditions as were applicable to such Existing Company Restricted Stock Award immediately before the Astro Effective Time (including vesting conditions, accumulated dividends and other dividend rightsas defined in the Merger Agreement), except that each Converted Company any restricted shares subject to the Restricted Stock Award shall cover Agreement that number are unvested as of shares of New Common Stock equal immediately prior to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock underlying such Existing Company Restricted Stock Award and (B) the Exchange Ratio. (b) At the Parent Effective Time, each Existing Parent Restricted Stock Award that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into a restricted stock award denominated in shares of New Common Stock (each, a “Converted Parent Restricted Stock Award”). Each Converted Parent Restricted Stock Award shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Restricted Stock Award immediately before the Parent Effective Time (including vesting conditions, accumulated dividends shall be immediately and other dividend rights), automatically canceled and each Converted Parent Restricted Stock Award shall cover that number of shares of New Common Stock in exchange therefor as purchase price you will receive a contingent cash amount equal to the number of such unvested restricted shares of Parent Common Stock underlying subject to such Existing Parent Restricted Stock Award. Agreement multiplied by the Merger Consideration (cas defined in the Merger Agreement) At (the Parent Effective Time, each Existing Parent Stock Option that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into an option to purchase shares of New Common Stock (each, a “Converted OptionCash Value”). Each The Converted Option Cash Value represents payment of purchase price for the unvested restricted shares under the Restricted Stock Agreement and not a new compensatory award. Notwithstanding anything to the contrary in the Restricted Stock Agreement, you will receive the Converted Cash Award as follows: (i) $817,076 (as of the date hereof, but which amount will be reduced based on vesting that occurs between the date hereof and the Closing Date with the amount of any such reduction being instead paid to you at Closing in consideration of your vested shares) representing the portion of the Converted Cash Value associated with restricted shares that are solely subject to time-vesting conditions (i.e., 583,626 shares as of the date hereof), shall continue be paid in cash in equal monthly installments on the last day of each of month ending after the Closing Date through a final installment on October 31, 2023 (corresponding to have the vesting schedule set forth in the Restricted Stock Agreement), subject to your continued employment with the Company through the applicable payment date; and (ii) $3,268,266 representing the portion of the Converted Cash Award associated with restricted shares that are subject to performance-vesting conditions (i.e., 2,334,476 shares as of the date hereof), shall be paid in cash, subject to your continued employment with the Company through the applicable payment date, as follows: (x) 25% on March 1, 2024 and (y) 1/48th as soon as reasonably practicable following each monthly anniversary thereafter until full payment on March 1, 2027. Notwithstanding anything to the contrary in this Agreement or the Restricted Stock Agreement, if: (A) prior to the 6-month anniversary of the Closing Date, your employment is terminated for any reason other than for Cause by the Company, then 50% of the unpaid portion of the Converted Cash Value shall be paid as soon as reasonably practicable (but not later than 30 days) following the termination date (for the avoidance of doubt, any remaining unpaid portion of the Converted Cash Value shall be forfeited immediately following such termination of employment); (B) at any time within the one-year period following the Closing Date, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 100% of the remaining, unpaid portion of the Converted Cash Value shall be paid as soon as reasonably practicable (but not later than 30 days) following the termination date; and (C) at any time during the period after the one-year anniversary of the Closing Date, but before the date on which the Converted Cash Value has been paid in full, your employment with the Company is terminated (x) by the Company without Cause, (y) due to your resignation for Good Reason or (z) by reason of your death or Disability, then 50% of the unpaid portion of the Converted Cash Value shall be paid as soon as reasonably practicable (but not later than 30 days) following the termination date (for the avoidance of doubt, any remaining unpaid portion of the Converted Cash Value shall be forfeited immediately following such termination of employment). Any payment in respect of the Converted Cash Value after your termination of employment shall be subject to substantially your execution of the same Release ( as defined below), your compliance with the terms and conditions as were applicable to such Existing Parent Stock Option immediately before of the Parent Effective Time (including expiration date, vesting conditions Release and exercise provisions), and each Converted Option shall be exercisable for that number of shares of New Common Stock equal to paid only following the number of shares of Parent Common Stock subject to the Existing Parent Stock Option immediately before the Parent Effective Time; provided, however, that the exercise price and the number of shares of New Common Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A effectiveness of the Code Release. For the avoidance of doubt, in such circumstance, Section 7 and the applicable Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.409A-1(b)(5)(v)(D)); provided, further, that in the case of any Existing Parent Stock Option to which Section 422 11 of the Code applies, the exercise price and the number of shares of New Common Restricted Stock purchasable under such Converted Option Agreement shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Codecease to apply. (d) At the Parent Effective Time, each Existing Parent Stock Appreciation Right that is outstanding under any Parent Equity Plan immediately before the Parent Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by HoldCo and converted into an appreciation right to purchase shares of New Common Stock (each, a “Converted SAR”). Each Converted SAR shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Existing Parent Stock Appreciation Right immediately before the Parent Effective Time (including expiration date, vesting conditions and exercise provisions), and each Converted SAR shall be exercisable for that number of shares of New Common Stock equal to the number of shares of Parent Common Stock subject to the Existing Parent Stock Appreciation Right immediately before the Parent Effective Time; provided, however, that the exercise price and the number of shares of New Common Stock purchasable under each Converted SAR shall be determined in a manner consistent with the requirements of Sections 409A and 424 of the Code and the applicable Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.409A-1(b)(5)(v)(D)).