Common use of Equity Based Compensation Plans and Awards Clause in Contracts

Equity Based Compensation Plans and Awards. (a) Each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall become fully vested, and be cancelled as of immediately following the Effective Time (without regard to the exercise price of such Option) in exchange for the right to receive at such time, in accordance with this Section 2.8, a lump sum cash payment in the amount of the Option Consideration, if any, with respect to such Option. In the event that the exercise price of any Option is equal to or greater than the Offer Price, such Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect. (b) Each Share of Restricted Stock, each Restricted Share Unit and each deferred stock unit granted pursuant to the Stock Plans outstanding immediately prior to the Effective Time, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall become fully vested and be cancelled as of immediately following the Effective Time and shall be converted immediately prior to the Effective Time into a right to a cash payment equal to the Merger Consideration. Such restrictions will lapse immediately following the Effective Time at which such time payment shall be made. (c) Each holder of Options, Restricted Stock, Restricted Share Units or deferred stock units shall receive from the Surviving Corporation or Parent, in respect and in consideration therefor, as soon as practicable following the Effective Time (but in any event not later than three (3) Business Days), an amount (net of applicable taxes in accordance with Section 2.7(g)) equal to the consideration payable hereunder. (d) As soon as practicable following the execution of this Agreement, the Company shall mail to each person who is a holder of Options, Restricted Stock, Restricted Share Units or deferred stock units a letter describing the treatment of and payment therefor pursuant to this Section 2.8 and providing instructions for use in obtaining such payment. (e) The Company Board shall terminate the Stock Plans at or prior to the Effective Time; provided, that such termination may be contingent upon the occurrence of the Closing.

Equity Based Compensation Plans and Awards. (a) Each Prior to the Acceptance Time, the Company shall take all actions reasonably necessary to provide that each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall become fully vestedvested immediately prior to the Effective Time, and be cancelled as of immediately following the Effective Time (without regard to the exercise price of such Option) in exchange for the right to receive at such time, in accordance with this Section 2.82.8(a), a lump sum cash payment in the amount of the Option ConsiderationConsideration (net of applicable taxes in accordance with Section 2.9), if any, with respect to such Option. In the event that the exercise price of any Option is equal to or greater than the Offer Price, such Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect. (b) Each Share . Following the Effective Time, no Option shall remain outstanding and all holders of Restricted Stock, each Restricted Share Unit and each deferred stock unit granted pursuant to the Stock Plans an Option that was outstanding immediately prior to the Effective Time shall only be entitled to receive the consideration set forth in this Section 2.8(a). (b) Prior to the Acceptance Time, the Company shall take all actions reasonably necessary to provide that each share of Restricted Stock and each Restricted Stock Unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time, Time shall become fully vested and be cancelled as of immediately following the Effective Time all restrictions and conditions applicable thereto shall be converted lapse immediately prior to the Effective Time and be cancelled as of the Effective Time and converted into a right to receive a cash payment equal to the Merger ConsiderationConsideration in accordance with the procedures in Section 2.7(b). Such restrictions will lapse Following the Effective Time, no share of Restricted Stock or Restricted Stock Unit shall remain outstanding and all holders of a share of Restricted Stock or Restricted Stock Unit that was outstanding immediately following prior to the Effective Time at which such time payment shall only be madeentitled to receive the consideration set forth in this Section 2.8(b). (c) Each holder of Options, Restricted Stock, Stock or Restricted Share Stock Units or deferred stock units shall receive from the Surviving Corporation or Parent, in respect and in consideration therefor, as soon as practicable following the Effective Time (but in any event not later than three (3) Business Days), an amount (net of applicable taxes in accordance with Section 2.7(g)2.9) equal to the consideration payable hereunderunder this Section 2.8, as applicable. (d) As soon as practicable following Prior to the execution of this AgreementAcceptance Time, the Company shall mail take all actions reasonably necessary to each person who is a holder of Options, Restricted Stock, Restricted Share Units or deferred stock units a letter describing the treatment of and payment therefor pursuant to this Section 2.8 and providing instructions for use in obtaining such payment. (e) The Company Board shall terminate the Stock Plans at or prior to and the 1998 Employee Stock Purchase Plan (the "ESPP") not later than the Effective Time; provided, provided that such termination may be contingent upon the occurrence of the Closing. In accordance with the terms of the ESPP, the Company shall take all actions reasonably necessary to notify each participant in any ESPP offering period underway as of the date of this Agreement that (i) any outstanding right to purchase shares of Company Common Stock under the ESPP shall terminate at the Effective Time and (ii) such rights may be exercised in full ten (10) days prior to the Effective Time based on payroll deductions credited to such participant's account as of such date. Prior to the Acceptance Time, the Company shall take all actions reasonably necessary to (A) avoid the commencement of any new offering period under the ESPP at or after the date of this Agreement and prior to the Effective Time, including but not limited to, amending the terms of the ESPP and (B) prohibit participants in the ESPP from increasing their payroll deductions or otherwise increasing their purchase elections under the ESPP from those in effect on the date of this Agreement. (e) Prior to the Effective Time, the Company shall deliver to the holders of Options and to participants in the ESPP such notices, if any, as may be required under the terms of the Stock Plans or the ESPP setting forth such holders' rights pursuant to the provisions of this Section 2.8. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Stock Plans or the ESPP) shall adopt such resolutions as may be required to effectuate the provisions of this Section 2.8.

Equity Based Compensation Plans and Awards. (a) Each Prior to the Acceptance Time, the Company shall take all reasonable steps necessary to provide that each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Acceptance Time shall become fully vestedvested immediately prior to the Acceptance Time, and be cancelled as of immediately following the Effective Acceptance Time (without regard to the exercise price of such Option) in exchange for the right to receive at such time, without interest, in accordance with this Section 2.82.8(a), a lump sum cash payment in the amount of the Option ConsiderationConsideration (net of applicable taxes in accordance with Section 2.9), if any, with respect to such Option. In the event that the aggregate exercise price of any Option is equal to or greater than the Offer PricePrice multiplied by the number of shares of Company Common Stock issuable under such Option, such Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect. Following the Acceptance Time, no Option shall remain outstanding and all holders of an Option that was outstanding immediately prior to the Acceptance Time shall only be entitled to receive the consideration (if any) set forth in this Section 2.8(a). The Company shall pay any amounts payable to holders of Options as promptly as practicable after the Acceptance Time, and in no event later than the first regular payroll cycle following the Acceptance Time. (b) Each Share of Restricted StockPrior to the Acceptance Time, the Company shall take all reasonable steps necessary to provide that each Restricted Share Unit and each deferred stock unit granted pursuant to the Stock Plans outstanding immediately prior to the Effective TimeUnit, whether vested or unvested, that is outstanding immediately prior to the Effective Time, Acceptance Time shall become fully vested and all restrictions and conditions applicable thereto shall lapse immediately prior to the Acceptance Time and be cancelled as of immediately following the Effective Acceptance Time and shall be converted immediately prior to into the Effective Time into a right to receive, without interest, a cash payment equal to the Merger ConsiderationOffer Price. Such restrictions will lapse Following the Acceptance Time, no Restricted Stock Unit shall remain outstanding and all holders of a Restricted Stock Unit that was outstanding immediately following prior to the Effective Acceptance Time at which such time payment shall only be madeentitled to receive the consideration set forth in this Section 2.8(b). (c) Each holder of Options, Restricted Stock, Restricted Share Stock Units or deferred stock units shall receive from the Company or the Surviving Corporation or ParentCorporation, as applicable, in respect of and in consideration thereforthereof, as soon promptly as practicable after the Acceptance Time and in no event later than the first regular payroll cycle following the Effective Time (but in any event not later than three (3) Business Days)Acceptance Time, an amount (net of applicable taxes in accordance with Section 2.7(g)2.9) equal to the consideration payable hereunderunder this Section 2.8, as applicable. (d) As soon as practicable following Prior to the execution of this AgreementAcceptance Time, the Company Board (or, if appropriate, any committee thereof administrating the Stock Plan) shall mail adopt such resolutions as may be required to each person who is a holder effectuate the provisions of Options, Restricted Stock, Restricted Share Units or deferred stock units a letter describing the treatment of and payment therefor pursuant to this Section 2.8 and providing instructions for use in obtaining such payment2.8. (e) The For the avoidance of doubt, the Company Board shall terminate the Stock Plans at does not make any representation or prior warranty with respect to the Effective Time; provided, that such termination may be contingent upon the occurrence of the Closingmatters set forth in this Section 2.8.

Equity Based Compensation Plans and Awards. (a) Each Prior to the Acceptance Time, the Company shall take all reasonable steps necessary to provide that each Option, whether vested or unvested, that is outstanding immediately prior to the Effective Acceptance Time shall become fully vestedvested immediately prior to the Acceptance Time, and be cancelled as of immediately following the Effective Acceptance Time (without regard to the exercise price of such Option) in exchange for the right to receive at such time, in accordance with this Section 2.82.7(a), a lump sum cash payment in the amount of the Option ConsiderationConsideration (net of applicable taxes in accordance with Section 2.8), if any, with respect to such Option. In the event that the exercise price of any Option is equal to or greater than the Offer Price, such Option shall be cancelled, without any consideration being payable in respect thereof, and have no further force or effect. Following the Acceptance Time, no Option shall remain outstanding and all holders of an Option that was outstanding immediately prior to the Acceptance Time shall only be entitled to receive the consideration set forth in this Section 2.7(a). The Company shall pay any amounts payable to holders of Options as promptly as practicable after the Acceptance Time, and in no event later than the first regular payroll cycle following the Acceptance Time. (b) Each Share Effective as of Restricted Stock, each Restricted Share Unit and each deferred stock unit granted pursuant to the Stock Plans outstanding immediately prior to the Effective Time, whether vested or unvested, each Restricted Share that is then outstanding and unvested shall immediately vest and become nonforfeitable, all restrictions and conditions applicable thereto shall lapse immediately prior to the Effective Time, and each Restricted Share shall become fully vested and be cancelled treated in the same manner as each other share of immediately following Company Common Stock in the Merger in accordance with the procedures in Section 2.6(b). Following the Effective Time Time, no Restricted Share shall remain outstanding and shall be converted all holders of a Restricted Share that was outstanding immediately prior to the Effective Time into a right shall only be entitled to a cash payment equal to receive the Merger Consideration. Such restrictions will lapse immediately following the Effective Time at which such time payment shall be madeconsideration set forth in Section 2.7(b). (c) Each holder Prior to the Acceptance Time, the Company shall deliver to the holders of OptionsOptions such notices, Restricted Stock, Restricted Share Units or deferred stock units shall receive from the Surviving Corporation or Parent, in respect and in consideration thereforif any, as soon as practicable following may be required under the Effective Time (but in any event not later than three (3) Business Days), an amount (net terms of applicable taxes in accordance with Section 2.7(g)) equal the Stock Plan setting forth such holders’ rights pursuant to the consideration payable hereunderprovisions of this Section 2.7. Prior to the Acceptance Time, the Company Board (or, if appropriate, any committee thereof administrating the Stock Plan) shall adopt such resolutions as may be required to effectuate the provisions of this Section 2.7. (d) As soon as practicable following the execution of this Agreement, the Company shall mail to each person who is a holder of Options, Restricted Stock, Restricted Share Units or deferred stock units a letter describing the treatment of and payment therefor pursuant to Notwithstanding anything contained in this Section 2.8 and providing instructions for use in obtaining such payment. (e) The Company Board shall terminate the Stock Plans at or prior 2.7 to the Effective Time; providedcontrary, that such termination may be contingent upon the occurrence any portion of the Closingconsideration payable in respect of Restricted Shares that become vested by reason of the consummation of the Transactions shall be paid to the Surviving Corporation for distribution to the applicable holder thereof through its payroll system.