Common use of Employee Equity Clause in Contracts

Employee Equity. (a) At or immediately prior to the Effective Time, each option to purchase shares of Company Stock (each, a “Company Stock Option”) and each stock appreciation right which represents the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together with the Company Stock Options and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement of the Company, whether or not vested or exercisable, shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of any such Company Option Award for each such Company Option Award an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option Award by (ii) the number of shares of the Company Stock underlying such award (assuming full vesting of such Company Option Award) had such holder exercised such Company Option Award in full immediately prior to the Effective Time. (b) At or immediately prior to the Effective Time, (i) each award of restricted Company Stock (each, a “Company Restricted Share”) and each restricted or deferred stock unit, whether settled in cash (each, a “Company Cash RSU”) or in stock (each, a “Company Stock RSU” and together with the Company Restricted Shares and the Company Cash RSUs, the “Company Restricted Stock Awards”) outstanding under any compensation plan or arrangement of the Company, whether or not vested, automatically and without any action on behalf of the holder or beneficiary thereof, shall be canceled, and the Company shall pay the holder of any such Company Restricted Stock Award at or promptly after the Effective Time an amount in cash equal to the product of the Merger Consideration and the number of shares of the Company Stock represented by such Company Restricted Stock Award and (ii) all dividends and interest, if any, accrued but unpaid as of the Effective Time with respect to Company Restricted Shares outstanding under any compensation plan or arrangement of the Company, automatically and without any action on behalf of the holder or beneficiaries thereof, shall vest and be paid or distributed, as applicable, to the holder of the associated Company Restricted Shares; provided, however, that with respect to Company Cash RSUs, Company Stock RSUs and accrued but unpaid dividends (and interest thereon), if any, that constitute “deferred compensation” within the meaning of Section 409A of the Code, such payment shall occur on the date that it would otherwise occur under the applicable equity or deferred compensation plan, arrangement or award agreement absent the application of this Section 2.05(b) to the extent necessary to avoid the imposition of any penalty or other taxes under Section 409A of the Code. (c) At or prior to the Effective Time, the Company, the Board of Directors of the Company or the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to effectuate the provisions of this Section 2.05.

Employee Equity. (a) At the Effective Time, each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective TimeTime shall, each option to purchase shares of Company Stock (each, a “Company Stock Option”) and each stock appreciation right which represents the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together with the Company Stock Options and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement by virtue of the Company, whether or not vested or exercisable, shall, automatically Merger and without any action on behalf the part of the holder thereof, be canceledcancelled and converted into and shall become a right to receive, and as soon as practicable after the Company shall pay each holder of any such Company Option Award for each such Company Option Award Effective Time (but in no event later than five Business Days thereafter), an amount in cash determined cash, without interest, equal to the product obtained by multiplying (ix) the number of shares of Company Stock subject to the Company Stock Option, by (y) the excess, if any, of the amount of the Merger Consideration over the applicable exercise price per share of such the Company Stock Option Award (with the aggregate payment rounded down to the nearest cent), less applicable Tax withholding. For the avoidance of doubt, each Company Stock Option with an exercise price that is equal to or greater than the Merger Consideration shall be canceled without any consideration to the holder thereof. (b) At the Effective Time, each Company SAR, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into and shall become a right to receive, as soon as practicable after the Effective Time (iibut in no event later than five Business Days thereafter), an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of shares of Company Stock subject to the Company Stock underlying such award SAR, by (assuming full vesting y) the excess, if any, of such the amount of the Merger Consideration over the exercise price per share of the Company Option AwardSAR (with the aggregate payment rounded down to the nearest cent), less applicable Tax withholding. For the avoidance of doubt, each Company SAR with an exercise price that is equal to or greater than the Merger Consideration shall be canceled without any consideration to the holder thereof. (c) had such holder exercised such At the Effective Time, each vested Company Option Award in full RSU (including any Company RSUs that will vest as of the Effective Time) that is outstanding immediately prior to the Effective Time. (b) At or immediately prior to the Effective Time, (i) each award of restricted Company Stock Time (each, a “Company Restricted Share”) and each restricted or deferred stock unit, whether settled in cash (each, a “Company Cash Vested RSU”) or in stock (each), a “Company Stock RSU” and together with the Company Restricted Shares and the Company Cash RSUsshall, the “Company Restricted Stock Awards”) outstanding under any compensation plan or arrangement by virtue of the Company, whether or not vested, automatically Merger and without any action on behalf the part of the holder or beneficiary thereof, be cancelled and converted into and shall be canceledbecome a right to receive, and the Company shall pay the holder of any such Company Restricted Stock Award at or promptly as soon as practicable after the Effective Time (but in no event later than five Business Days thereafter), an amount in cash cash, without interest, equal to the product of the Merger Consideration and obtained by multiplying (x) the number of shares of the Company Stock represented subject to the Vested RSU, by such Company Restricted Stock Award (y) the amount of the Merger Consideration, less applicable Tax withholding; provided, that, with respect to any Vested RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and (ii) all dividends and interest, if any, accrued but unpaid as of that are not permitted to be paid at the Effective Time with respect to Company Restricted Shares outstanding without triggering a Tax or penalty under any compensation plan or arrangement of the Company, automatically and without any action on behalf of the holder or beneficiaries thereof, shall vest and be paid or distributed, as applicable, to the holder of the associated Company Restricted Shares; provided, however, that with respect to Company Cash RSUs, Company Stock RSUs and accrued but unpaid dividends (and interest thereon), if any, that constitute “deferred compensation” within the meaning of Section 409A of the Code, such payment shall occur on be made at the date that it would otherwise occur earliest time permitted under the Company Stock Plan and applicable equity or deferred compensation plan, arrangement or award agreement absent the application of this Section 2.05(b) to the extent necessary to avoid the imposition of any that will not trigger a Tax or penalty or other taxes under Section 409A of the Code. (cd) At the Effective Time, each unvested Company RSU (each, an “Unvested RSU”) that is outstanding immediately prior to the Effective Time and will not vest as of the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into and shall become a right to receive an amount in cash (each, a “Deferred RSU Payment”), without interest, equal to the product obtained by multiplying (x) the number of shares of Company Stock subject to the Unvested RSU, by (y) the amount of the Merger Consideration. Each Deferred RSU Payment (or applicable portion thereof) shall be paid (less applicable Tax withholding) on the applicable vesting dates specified under the Company Stock Plan and the agreements evidencing the related Unvested RSU, and shall be subject to the same forfeiture, termination of employment and acceleration of vesting provisions that would have applied had such Unvested RSUs remained outstanding in accordance with their terms. (e) At the Effective Time, each Company Deferred Stock Right, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into and shall become a right to receive, as soon as practicable after the Effective Time (but in no event later than five Business Days thereafter), an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of shares of Company Stock subject to the Company Deferred Stock Right, by (y) the amount of the Merger Consideration, less applicable Tax withholding (such amount, the “Company Deferred Stock Right Payment”); provided, that, the Company Deferred Stock Right Payments made with respect to any Company Deferred Stock Rights that are set forth on Section 2.05(e) of the Company Disclosure Schedule (which, for the avoidance of doubt, constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code), shall be paid at the earliest time permitted under the Company Stock Plan and applicable deferral election form that will not trigger a Tax or penalty under Section 409A of the Code and; provided, further, that Company Deferred Stock Right Payments shall be deemed invested, at the holder’s direction, in one or more of the hypothetical investment options as specified on Appendix A of the Company’s Supplemental Savings Plan, it being understood that the Company Deferred Stock Right Payment shall be credited or debited, as applicable, to reflect amounts of hypothetical income and appreciation and depreciation pursuant to such hypothetical investment as of the hypothetical investment date and through the date such amount is paid in accordance with this Section 2.05(e). (f) At the Effective Time, all restrictions imposed on each vested share of Company Restricted Stock (including any shares of Company Restricted Stock that will vest as of the Effective Time) that is outstanding immediately prior to the Effective Time (collectively, the “Vested Restricted Stock”) shall lapse. At the Effective Time, the Vested Restricted Stock shall be treated in the same manner as Company Stock (other than Company Restricted Stock) pursuant to Section 2.02(a) hereof. (g) At the Effective Time, each unvested share of Company Restricted Stock (collectively, the “Unvested Restricted Stock”) that is outstanding immediately prior to the Effective Time and will not vest as of the Effective Time shall be cancelled and converted into, and shall become, a right to receive an amount in cash (each, a “Deferred Restricted Stock Payment”), without interest, equal to the product obtained by multiplying (x) the number of shares of Company Stock subject to the Unvested Restricted Stock by (y) the amount of the Merger Consideration. Each Deferred Restricted Stock Payment (or applicable portion thereof) shall be paid (less applicable Tax withholdings) on the applicable vesting dates specified under the Company Stock Plan and the agreements evidencing the related Unvested Restricted Stock, and shall be subject to the same forfeiture, termination of employment and acceleration of vesting provisions that would have applied had such Unvested Restricted Stock remained outstanding in accordance with its terms. (h) At or prior to the Effective Time, the Company, the Board of Directors of the Company or the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to effectuate the provisions of this Section 2.05, including, without limitation, establishing procedures in consultation with Parent pursuant to which holders of Company Deferred Stock Rights may elect hypothetical investment options pursuant to Section 2.05(e). (i) As soon as practicable after the Effective Time, Parent shall deliver to the holders of the former Unvested RSUs, Unvested Restricted Stock and Company Deferred Stock Rights appropriate notices setting forth such holders’ rights pursuant to the Company Stock Plan and agreements evidencing the grants thereunder, and stating that such Unvested RSUs, Company Deferred Stock Rights and Unvested Restricted Stock have been converted into the right to receive Deferred RSU Payments, Company Deferred Stock Right Payments and Deferred Restricted Stock Payments, as applicable, and that the right to such payments shall be subject to the same forfeiture, termination of employment and acceleration of vesting provisions that would have applied had the related award of Unvested RSUs, Company Deferred Stock Rights or Unvested Restricted Stock, as applicable, remained outstanding in accordance with its terms.

Employee Equity. (a) At or immediately prior to the Effective Time, each option to purchase shares of Company Stock (each, a “Company Stock Option”) and each stock appreciation right which represents the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together The Employee Costs associated with the Company Stock Options Employee Equity for (A) the Illinois/Indiana Employees shall be solely for the account of the Comcast Systems Group, (B) the Kentucky/Ohio Employees and Corporate Employees shall be solely for the account of the Insight Systems Group, and (C) the Shared Employees shall be allocated equally for the account of the Comcast Systems Group and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement of the Company, whether or not vested or exercisable, shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of any such Company Option Award for each such Company Option Award an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option Award by (ii) the number of shares of the Company Stock underlying such award (assuming full vesting of such Company Option Award) had such holder exercised such Company Option Award in full immediately prior to the Effective Time. (b) At or immediately prior to the Effective Time, (i) each award of restricted Company Stock (each, a “Company Restricted Share”) and each restricted or deferred stock unit, whether settled in cash (each, a “Company Cash RSU”) or in stock (each, a “Company Stock RSU” and together Insight Systems Group. The Employee Costs associated with the Company Restricted Shares and the Company Cash RSUs, the “Company Restricted Stock Awards”) outstanding under any compensation plan or arrangement of the Company, whether or not vested, automatically and without any action on behalf of the holder or beneficiary thereof, Employee Equity shall be canceled, and based on the Company shall pay the holder value of any such Company Restricted Stock Award at a Series E Share or promptly after the Effective Time an amount in cash equal to the product of the Merger Consideration and the number of shares of the Company Stock represented by such Company Restricted Stock Award and (ii) all dividends and interest, if any, accrued but unpaid as of the Effective Time with respect to Company Restricted Shares outstanding under any compensation plan or arrangement of the Company, automatically and without any action on behalf of the holder or beneficiaries thereof, shall vest and be paid or distributedSeries F Share, as applicable, as of the Closing Date, as determined in good faith by the parties thirty (30) days prior to Closing, or, in the case that a valuation cannot be so agreed upon, as determined by a mutually agreed third-party arbitrator five days prior to Closing or as soon thereafter as reasonably practicable; provided that if, prior to Closing, Insight Parent or any of its Affiliates or the stockholders of Insight Parent enters into an agreement with an unaffiliated third party to sell, or otherwise dispose of, all or substantially all of the assets or equity of Insight Parent after giving effect to the holder transactions contemplated by this Amendment (an “Insight Sale Agreement”), the parties, or the arbitrator, as applicable shall determine such value based upon the purchase price provided under the Insight Sale Agreement taking into due consideration any purchase price adjustments and other material terms and conditions relating to the amount of the associated Company Restricted Shares; providedpurchase price. In the absence of an Insight Sale Agreement, however, that with respect to Company Cash RSUs, Company Stock RSUs and accrued but unpaid dividends (and interest thereon), if any, that constitute “deferred compensation” within the meaning of Section 409A value of the Code, such payment Series E Shares and Series F Shares shall occur on be determined by the date that it would otherwise occur under the applicable equity or deferred compensation plan, arrangement or award agreement absent the application of this Section 2.05(b) to the extent necessary to avoid the imposition of any penalty or other taxes under Section 409A of the Code. (c) At or prior to the Effective Time, the Company, the Board of Directors of the Company parties or the compensation committee of the Board of Directors of the Companyarbitrator, as applicable, shall adopt any resolutions with due consideration given to the factors set forth in the definition of “fair market value” under the terms of the Equity Plan. Within five (5) Business Days following Comcast’s receipt of notice (and take any actions which are reasonably necessary appropriate support therefor) from Insight of the amount as determined in accordance with this Section 3(h), but no earlier than at Closing (subject to effectuate the provisions at the end of this Section 2.053(h)), Comcast shall make a cash payment to the Partnership for the account of Insight in an amount equal to the total amount of Employee Costs allocated for the account of the Comcast Systems Group pursuant to this Section 3(h); provided that in no event will any cost be allocated to Comcast hereunder relating to Employee Equity that is not vested at the time of the Closing. For the avoidance of doubt, upon Comcast’s payment in accordance with the immediately preceding sentence to Insight, Comcast shall have no further Liability with respect to Employee Equity, whether related to the period prior to, on or following the Closing Date, and Insight shall retain all such Liability. At Closing, or, if later, promptly following the determination of the value of the Series E and Series F Shares as provided herein, Insight shall cause the Employee Equity of all Indiana/Illinois Employees, all Shared Employees that are Transferred Employees and all Shared Employees whose employment is terminated at Closing to be repurchased at the price determined pursuant to this Section 3(h). For the avoidance of doubt, nothing contained herein shall be deemed to (i) require Insight or its Affiliates or Comcast or its Affiliates to repurchase the Employee Equity of any Corporate Employee or Kentucky/Ohio Employee and any Employee Costs related thereto shall remain the obligation of Insight or its applicable Affiliate, or (ii) prevent Insight or its Affiliates from electing to make any additional payments to or in respect of any Series E Shares or Series F Shares, at its sole expense, to any employee (including allowing an employee to retain unvested Series E Shares or Series F Shares until a final sale transaction). At Comcast’s election, Comcast may make its payment under this Section 3(h) prior to Closing. If such payment is made prior to Closing, and the Closing does not occur by the end of the next calendar month, the Partnership shall, upon the written request of Comcast, remit such payment to Comcast within three (3) Business Days after receiving such written request, subject to Comcast’s obligation to remake such payment in full at the Closing. If such payment is made prior to Closing and the amount has not been finally determined, the payment shall be made based on Comcast’s good faith estimate, subject to Comcast’s obligation to pay any balance due at Closing or Insight’s obligation to remit any excess payment at Closing, as the case may be.

Employee Equity. (a) At or immediately prior Trident agrees that, at the Stockholders’ Meeting, it will submit for approval to the Effective Time, each option to purchase shares of Company Stock (eachTrident’s Stockholders, a “Company Stock Option”) and each stock appreciation right which represents new omnibus employee equity incentive plan in the right to receive a payment in cash (each, a “Company Cash SAR”) or shares of Company Stock (each, a “Company Stock SAR” and together form attached as Exhibit N with the Company Stock Options and the Company Cash SARs, the “Company Option Awards”) outstanding under any equity compensation plan or arrangement of the Company, whether or not vested or exercisable, shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of any such Company Option Award for each such Company Option Award an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option Award by (ii) the number of shares of Trident Common Stock available for issuance thereunder to be mutually agreed upon by Trident and NXP within thirty (30) days after the Company Stock underlying such Agreement Date, under which Continuing Employees, as well as employees of Trident and its Subsidiaries (other than the Companies and their Subsidiaries), will be eligible to receive awards (the “New Trident Equity Plan”), and, in connection with the initial awards under the New Trident Equity Plan, that it will consult in good faith with NXP regarding award levels and terms so as to appropriately incentivize employees. Awards under the New Trident Equity Plan shall be made following the completion of the Option Exchange contemplated in Section 7.13(b) by the Compensation Committee of the Trident’s Board of Directors (assuming full vesting of such Company Option Award) had such holder exercised such Company Option Award as reconstituted in full immediately prior to connection with the Effective TimeTransaction). (b) At or immediately prior As promptly as practicable following the Closing, subject to receipt of any required stockholder approval, Trident will launch an offer to employee holders of stock options, offering to exchange certain options to purchase shares of Trident Common Stock for a lesser number of replacement options to purchase shares of Trident Common Stock to be granted under the Effective Time, New Trident Equity Plan (i) each award of restricted Company Stock (each, a the “Company Restricted ShareOption Exchange”) and each restricted or deferred stock unit, whether settled ). Trident agrees that it shall consult in cash (each, a “Company Cash RSU”) or good faith with NXP in stock (each, a “Company Stock RSU” and together with the Company Restricted Shares determining which options will be eligible to participate in and the Company Cash RSUs, the “Company Restricted Stock Awards”) outstanding under any compensation plan or arrangement terms of the Company, whether or not vested, automatically and without any action on behalf of the holder or beneficiary thereof, shall be canceled, and the Company shall pay the holder of any such Company Restricted Stock Award at or promptly after the Effective Time an amount in cash equal to the product of the Merger Consideration and the number of shares of the Company Stock represented by such Company Restricted Stock Award and (ii) all dividends and interest, if any, accrued but unpaid as of the Effective Time with respect to Company Restricted Shares outstanding under any compensation plan or arrangement of the Company, automatically and without any action on behalf of the holder or beneficiaries thereof, shall vest and be paid or distributed, as applicable, to the holder of the associated Company Restricted Shares; provided, however, that with respect to Company Cash RSUs, Company Stock RSUs and accrued but unpaid dividends (and interest thereon), if any, that constitute “deferred compensation” within the meaning of Section 409A of the Code, such payment shall occur on the date that it would otherwise occur under the applicable equity or deferred compensation plan, arrangement or award agreement absent the application of this Section 2.05(b) to the extent necessary to avoid the imposition of any penalty or other taxes under Section 409A of the CodeOption Exchange. (c) At or prior To the extent that any unvested options to purchase shares of Trident Common Stock under any Trident Stock Plan remain outstanding immediately following the Effective Time, the Company, the Board of Directors completion of the Company or Option Exchange, Trident will take into account such unvested equity grants in determining the compensation committee number of equity awards to be granted to employees of Trident and its Subsidiaries (other than the Board of Directors of the Company, Continuing Employees) as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to effectuate the provisions of this Section 2.05contemplated in clause (a) above.