Common use of Equity Plans Clause in Contracts

Equity Plans. During the Employment Period, the Chief Executive Officer of Pediatrix shall recommend to the Compensation and Talent Committee that Employee receive, on an annual basis following the Effective Date, and at the same time as other executive officers of Employer, grants of awards (each an “Equity Award”) pursuant to Pediatrix’s Amended and Restated 2008 Incentive Compensation Plan, as amended (the “2008 Plan”), or any other similar plan adopted by Pediatrix (together with the 2008 Plan, each an “Equity Plan”), with a grant value determined by the Compensation and Talent Committee in the same manner as for other executive officers of Employer. Every Equity Award made to Employee shall be subject to the terms and conditions of this Agreement and the terms of the applicable Equity Plan and shall be made subject to an award agreement that is consistent with terms applicable to other executive officers of Employer. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by Pediatrix, if Employee remains continuously employed with Employer through the date of a Change in Control (as defined in the Equity Plan pursuant to which the Equity Award is issued, provided that such event constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as necessary to avoid penalties under Section 409A of the Code that are applicable to an Equity Award), then upon such Change in Control (i) all time-based Equity Awards granted to Employee by Pediatrix shall immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based Equity Awards, if any, for which the applicable performance condition has been met at the time of such Change in Control shall immediately become fully vested, non-forfeitable and, if applicable, exercisable. For purposes of clarification, except as otherwise provided in an applicable award agreement, the vesting of any performance-based Equity Awards for which the performance condition has not been met at the time of such Change in Control shall not be accelerated or otherwise modified pursuant to this Section 3.4 but such Equity Awards may nonetheless be accelerated or otherwise modified as determined by the Compensation and Talent Committee of Pediatrix under the terms of the Equity Plan.

Equity Plans. During the Employment Period, the Chief Executive Officer of Pediatrix MEDNAX shall recommend to the Compensation and Talent Committee that Employee receive, on an annual basis following the Effective Date, and at the same time as other executive officers of Employer, grants of awards (each an “Equity Award”) pursuant to PediatrixMEDNAX’s Amended and Restated 2008 Incentive Compensation Plan, as amended (the “2008 Plan”), or any other similar plan adopted by Pediatrix MEDNAX (together with the 2008 Plan, each an “Equity Plan”), with a grant value determined by the Compensation and Talent Committee in the same manner as for other executive officers of Employer. Every Equity Award made to Employee shall be subject to the terms and conditions of this Agreement and the terms of the applicable Equity Plan Plan, and shall be made subject to an award agreement that is consistent with terms applicable to other executive officers of Employer. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by PediatrixMEDNAX, if Employee remains continuously employed with Employer through the date of a Change in Control (as defined in the Equity Plan pursuant to which the Equity Award is issued, provided that such event constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as necessary to avoid penalties under Section 409A of the Code that are applicable to an Equity Award), then upon such Change in Control (i) all time-based Equity Awards granted to Employee by Pediatrix MEDNAX shall immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based Equity Awards, if any, Awards for which the applicable performance condition has been met at the time of such Change in Control shall immediately become fully vested, non-forfeitable and, if applicable, exercisable. For purposes of clarification, except as otherwise provided in an applicable award agreement, the vesting of any performance-based Equity Awards for which the performance condition has not been met at the time of such Change in Control shall not be accelerated or otherwise modified pursuant to this Section 3.4 but such Equity Awards may nonetheless be accelerated or otherwise modified as determined by the Compensation and Talent Committee of Pediatrix Company under the terms of the Equity Plan.

Equity Plans. During the Employment Period, the Chief Executive Officer of Pediatrix shall recommend Prior to the Compensation and Talent Committee that Employee receive, on an annual basis following the Effective Closing Date, Acquiror shall approve and at adopt an incentive equity plan in a form mutually agreeable to the same time as other executive officers of Employer, grants of awards (each an “Equity Award”) pursuant to Pediatrix’s Amended and Restated 2008 Incentive Compensation Plan, as amended Parties (the “2008 Plan”), or any other similar plan adopted by Pediatrix (together with the 2008 Plan, each an “Incentive Equity Plan”), with a grant value determined which Incentive Equity Plan shall become effective upon the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by the Compensation and Talent Committee in the same manner as for other executive officers of Employer. Every Equity Award made to Employee shall be subject to the terms and conditions of this Agreement and the terms any of the applicable Equity Plan Company or Acquiror, as applicable) and shall be made subject to shall, among other things, include (x) an award agreement that is consistent with terms applicable to other executive officers of Employer. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by Pediatrix, if Employee remains continuously employed with Employer through the date initial share pool reserve for Company management of a Change in Control number of Domesticated Acquiror Common Stock equal to 10% of total number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined at the Closing and (as defined in the Equity Plan y) an “evergreen” provision pursuant to which the Equity Award is issued, provided that such event constitutes a “change in number of Domesticated Acquiror Common Stock reserved for issuance under the ownership or effective control plan shall be increased automatically each year by not more than 2% of the corporationaggregate number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, or in the ownership of a substantial portion as determined on December 31 of the assets of previous year. Prior to the corporation” as defined Closing Date, Acquiror shall approve and adopt an employee stock purchase plan in Section 409A of a form mutually agreeable to the Internal Revenue Code of 1986, as amended Parties (the “CodeESPP”), which ESPP shall become effective upon the Closing Date, and with any changes or modifications thereto as necessary the Company and Acquiror may mutually agree (such agreement not to avoid penalties under Section 409A be unreasonably withheld, conditioned or delayed by any of the Code Company or Acquiror, as applicable). Within five (5) Business Days following the expiration of the sixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that are is not a shell company, Acquiror shall file a registration statement on Form S-8 (or other applicable form) with respect to an the Acquiror Common Stock issuable under the Incentive Equity Award)Plan and ESPP, then upon such Change in Control (i) all time-based Equity Awards granted and Acquiror shall use reasonable best efforts to Employee by Pediatrix shall immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based Equity Awards, if any, for which maintain the applicable performance condition has been met at the time effectiveness of such Change in Control shall immediately become fully vested, non-forfeitable and, if applicable, exercisable. For purposes registration statement(s) (and maintain the current status of clarification, except the prospectus or prospectuses contained therein) for so long as otherwise provided in an applicable award agreement, the vesting of any performance-based Equity Awards for which the performance condition has not been met at the time of such Change in Control shall not be accelerated or otherwise modified awards granted pursuant to this Section 3.4 but such the Incentive Equity Awards may nonetheless be accelerated or otherwise modified as determined by the Compensation Plan and Talent Committee of Pediatrix under the terms of the Equity PlanESPP remain outstanding.

Equity Plans. During (a) As of the Employment PeriodEffective Time, the Chief Executive Officer of Pediatrix shall recommend to Surviving Corporation hereby assumes each of: (i) the Compensation and Talent Committee that Employee receive, on an annual basis following the Effective Date, and at the same time A. H. Belo Savings Plan as other executive officers of Employer, grants of awards (each an “Equity Award”) pursuant to Pediatrix’s Amended and Restated Effective January 1, 2015, as further amended; (ii) the A. H. Belo Corporation 2008 Incentive Compensation Plan, as amended amended; and (iii) the A. H. Belo Corporation 2017 Incentive Compensation Plan (collectively, the “2008 PlanEquity Plans”). (b) Each outstanding option under the Equity Plans shall, or by virtue of the Merger and without any other similar plan adopted by Pediatrix (together with action of the 2008 Planpart of the holder of such option, each be converted into and become an “Equity Plan”), with a grant value determined by the Compensation and Talent Committee in option to purchase the same manner number of Surviving Corporation Series A Shares or the Surviving Corporation Series B Shares, as for other executive officers of Employer. Every Equity Award made to Employee shall be applicable, at the same option price per share and upon the same terms and subject to the same conditions as set forth in the applicable plan and any related award agreement as in effect immediately prior to the Effective Time. (c) The terms and conditions of any restricted stock award shall not be changed as a result of the Merger and shall continue to apply to the Surviving Corporation Series A Shares or the Surviving Corporation Series B Shares subject to the Equity Plans and any applicable award agreement. In addition, Surviving Corporation Series A Shares or the Surviving Corporation Series B Shares, as applicable, shall become issuable upon the settlement of awards of restricted stock units granted under the Equity Plans by virtue of the Merger and without any action on the part of the holder of any such restricted stock unit, upon the same terms and subject to the same conditions as set forth in the applicable plan and any related award agreement as in effect immediately prior to the Effective Time. (d) The Surviving Corporation shall assume each of the Parent Corporation’s other employee benefit plans and arrangements and the obligations of the Parent Corporation thereunder upon the same terms and subject to the same conditions as set forth in such plans and arrangements as in effect immediately prior to the Effective Time. (e) Prior to the Effective Time, the Parent Corporation shall take all actions as are reasonably necessary to effect the treatment of the Equity Plans, options, restricted shares and awards of restricted stock units as set forth in this Agreement Section 3.2 in accordance with applicable law and the terms of the applicable Equity Plan and shall be made subject to an award agreement that is consistent with terms applicable to other executive officers of Employer. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by Pediatrix, if Employee remains continuously employed with Employer through the date of a Change in Control (as defined in the Equity Plan pursuant to which the Equity Award is issued, provided that such event constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as necessary to avoid penalties under Section 409A of the Code that are applicable to an Equity Award), then upon such Change in Control (i) all time-based Equity Awards granted to Employee by Pediatrix shall immediately become fully vested, non-forfeitable andPlans, if applicable, exercisable and (ii) all performance-based Equity Awardsany contracts evidencing the options, if any, for which the applicable performance condition has been met at the time restricted shares and awards of such Change in Control shall immediately become fully vested, non-forfeitable and, if applicable, exercisable. For purposes of clarification, except as otherwise provided in an applicable award agreement, the vesting of any performance-based Equity Awards for which the performance condition has not been met at the time of such Change in Control shall not be accelerated or otherwise modified pursuant to this Section 3.4 but such Equity Awards may nonetheless be accelerated or otherwise modified as determined by the Compensation and Talent Committee of Pediatrix under the terms of the Equity Planrestricted stock units.

Equity Plans. During the Employment Period, the Chief Executive Officer of Pediatrix shall recommend to the Compensation and Talent Committee that shall consider granting to the Employee receive, on an annual basis following the Effective Date, and at the same time as other executive officers of Employer, grants of awards (each an “Equity Award”) pursuant to Pediatrix’s Amended and Restated 2008 Incentive Compensation Plan, as amended (the “2008 Plan”), or any other similar plan adopted by Pediatrix (together with the 2008 Plan, each an “Equity Plan”), with a grant value determined by the Compensation and Talent Committee in the same manner as for other executive officers of Employer. Every Equity Award made to Employee shall be subject to the terms and conditions of this Agreement and the terms of the applicable Equity Plan and shall be made subject to an award agreement that is consistent with terms applicable to other executive officers of Employer. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by Pediatrix, if Employee remains continuously employed with Employer through the date of a Change in Control (as defined in the Equity Plan pursuant to which the Equity Award is issued, provided that such event constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as necessary to avoid penalties under Section 409A of the Code that are applicable to an Equity Award), then upon such Change in Control (i) all time-based Equity Awards granted to Employee by Pediatrix shall immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based Equity Awards, if any, for which the applicable performance condition has been met at the time of such Change in Control shall immediately become fully vested, non-forfeitable and, if applicable, exercisable. For purposes of clarification, except as otherwise provided in an applicable award agreement, the vesting of any performance-based Equity Awards for which the performance condition has not been met at the time of such Change in Control shall not be accelerated or otherwise modified pursuant to this Section 3.4 but such Equity Awards may nonetheless be accelerated or otherwise modified as determined by the Compensation and Talent Committee of Pediatrix under the terms of the Equity Plan.

Equity Plans. During 8.1 The Company has the Employment Period, following types of equity awards (together “Equity Awards”) for employees and the Chief Executive Officer of Pediatrix shall recommend company Board members granted under the following equity plans (“Equity Plans”): 8.1.1 According to the Company’s Board Compensation and Talent Committee Regulations a total of 36’192 RSUs have been awarded to members of the Company Board for the business year 2014, which are currently blocked, but will be released upon a change of control as defined in the Board of Directors Compensation Regulations. As of the date of this Agreement, no further Shares will be awarded or provided to the Company Board. As of the date of this Agreement, no further RSUs will be awarded or provided. 8.1.2 According to the LTIP, a total of 20’939 PSUs have been awarded to the LTIP 2014 Participants for the business year 2014. These 20’939 PSUs entitle the LTIP 2014 Participants to receive 20’939 Shares upon the Offer constituting a Corporate Transaction (as defined in the LTIP). For 2015, a total of 10’079 PSUs have been awarded to the LTIP 2015 Participants, which currently do not provide a right to receive Shares even if the Offer constitutes a Corporate Transaction (as defined in the LTIP). As of the date of this Agreement, no further PSUs will be awarded or provided. 8.1.3 According to agreements with two employees, 10’000 blocked shares have been awarded to such employees, which will be released upon a change of control. As of the date of this Agreement, no further blocked shares will be awarded or provided. 8.2 The Company Board and/or its compensation committee shall take any necessary resolutions regarding the Equity Plans in order to procure that Employee receiveall Equity Awards, on an annual basis following subject to the Effective Date, and at the same time as other executive officers of Employer, grants of awards Offer becoming successful (each an “Equity Award”zustande gekommen) pursuant to Pediatrix’s Amended and Restated 2008 Incentive Compensation Plan, as amended (the “2008 PlanTrigger Event”), or any other similar plan adopted by Pediatrix (together with will be treated as provided for in clause 8.3. These amendments to the 2008 Plan, each an “Equity Plan”), with a grant value determined by Plans and the Compensation and Talent Committee in respective treatment of the same manner as for other executive officers of Employer. Every Equity Award made to Employee Awards shall be subject to the terms TOB or any other Governmental Authority decision or decree that these amendments (x) do not infringe or trigger the best price rule, (y) do not violate any other Legal Requirement and conditions of (z) do not result in the Offer not being compliant with Legal Requirements. 8.3 Against this Agreement and background, the terms of Equity Awards under the applicable Equity Plan and Plans shall be made subject treated as follows: 8.3.1 The applicable vesting or blocking periods for any RSUs, PSUs or blocked shares pursuant to an award agreement that is consistent Sections 8.1.1 to 8.1.3, with terms applicable to other executive officers of Employer. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by Pediatrix, if Employee remains continuously employed with Employer through the date of a Change in Control (as defined in the Equity Plan pursuant respect to which the applicable vesting or blocking period has not expired before the Trigger Event, shall be waived and each such RSU and PSU shall immediately vest and all blocked shares shall be released and all PSUs will be converted into a number of Shares equal to the number of Shares corresponding to such PSU. The respective Shares shall be tendered into Offer unless the respective employee instructs otherwise 8.3.2 All Equity Award is issued, provided that such event constitutes a “change in the ownership or effective control Plans which have not been terminated before settlement of the corporationOffer shall be terminated effective as of settlement of the Offer. 8.4 The Company shall fulfill its obligations, and shall cause each of its Subsidiaries to fulfill each of their respective obligations, to inform and consult, under applicable Legal Requirements, with any employee representative bodies (including any unions, labor organizations or works councils) which represent employees, or in the ownership of a substantial portion of the assets of the corporation” as defined in Section 409A of the Internal Revenue Code of 1986with employees, as amended (the “Code”), as necessary to avoid penalties under Section 409A of the Code that are applicable to an Equity Award), then upon such Change in Control (i) all time-based Equity Awards granted to Employee by Pediatrix shall immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based Equity Awards, if any, for which the applicable performance condition has been met at the time of such Change in Control shall immediately become fully vested, non-forfeitable and, if applicable, exercisable. For purposes of clarification, except as otherwise provided in an applicable award agreement, the vesting of any performance-based Equity Awards for which the performance condition has not been met at the time of such Change in Control shall not be accelerated or otherwise modified pursuant to this Section 3.4 but such Equity Awards may nonetheless be accelerated or otherwise modified as determined affected by the Compensation and Talent Committee of Pediatrix under the terms of the Equity Plantransactions contemplated by this Agreement.