Common use of General Principles Clause in Contracts

General Principles. (a) B/E and KLX shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE III, including, to the extent practicable, providing written notice or similar communication to each employee who holds one or more awards granted under the B/E LTIP informing such employee of (i) the actions contemplated by this ARTICLE III with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after the Distribution, (i) a grantee who has outstanding awards under the B/E LTIP or the KLX LTIP shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (x) vesting and (y) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in control” has occurred with respect to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLX. (c) No award described in this ARTICLE III, whether outstanding or to be issued, adjusted, substituted, assumed, converted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substituted, assumed, converted or cancelled until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence.

General Principles. (a) B/E Delta and KLX Ultra shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIISection 4, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP Delta Equity Plans informing such employee Employee of (i) the actions contemplated by this ARTICLE III Section 4 with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E Delta Equity Plan Plans during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding awards under the B/E LTIP or Delta Equity Plans and/or replacement awards under the KLX LTIP Ultra Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution Effective Time for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (ii) for purposes award. Neither the transfer of determining whether any “change in control” has occurred with respect employment or service to any B/E Equity Award or KLX Equity Award, (A) an Ultra Entity nor the Distribution shall constitute a “change in controltermination” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXunder the Delta Equity Plans. (c) No award described in this ARTICLE IIISection 4, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled become exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of Delta Options, Delta RSUs and Delta PSUs shall be effected in a manner that is intended, to the maximum extent permitted by law, to avoid the imposition of any accelerated, additional, penalty or other taxes or loss of deductions thereof on the holders thereof pursuant to Section 409A of the Code or Ultra or Delta pursuant to Section 162(m) of the Code. (e) Following the Effective Time, any reference to a “change in control,” “change of control,” “change in effective control,” “change in the ownership of a substantial portion of the assets,” “change in ownership,” or similar definition in an award agreement, employment agreement, the Ultra Equity Plan or other Delta or Ultra plan or policy which pursuant to the terms of this Agreement is transferred to Ultra, such reference shall be deemed to refer to a “change in control,” “change of control,” “change in effective control,” “change in the ownership of a substantial portion of the assets,” “change in ownership,” or similar event relating to Ultra.

General Principles. (a) B/E LQ and KLX CPLG shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee or director who holds one or more awards granted under the B/E LTIP any LQ Equity Plan informing such employee Employee or director, as applicable, of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E any LQ Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding equity-based awards under one or more of the LQ Equity Plans and/or replacement equity-based awards under the B/E LTIP or the KLX LTIP CPLG Equity Plan shall be considered to have been employed by the applicable plan sponsor LQ Parent Group or CPLG Group, as applicable, before the Effective Time, and to the extent such grantee continues to be employed by either the LQ Parent Group or CPLG Group following the Effective Time, after the Distribution Effective Time, for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (ii) for purposes award. Neither the transfer of determining whether any “change in control” has occurred with respect employment to any B/E Equity Award or KLX Equity Award, (A) the CPLG Group nor the Distribution shall constitute a “change in controlTermination” shall only be deemed to have occurred for purposes of under any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXLQ Equity Plan. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled or exercisable, converted or cancelled until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a With respect to each outstanding stock option, the period during which such an award option is exercisable and the ultimate expiration date of the option will not exercisable be extended. (d) The adjustment or conversion of LQ RSUs shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other Taxes on the holders thereof pursuant to Section 409A of the preceding sentenceCode.

General Principles. (a) B/E IR and KLX Allegion shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP any IR Equity Plan or IR Deferred Compensation Plan informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E any IR Equity Plan or IR Deferred Compensation Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding equity-based awards under one or more of the IR Equity Plans or IR Deferred Compensation Plans and/or replacement equity-based awards under the B/E LTIP or the KLX LTIP Allegion Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution Effective Time for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (iiaward; provided, that this Section 4.1(b) for purposes of determining whether any “change in control” has occurred with respect shall not govern adjustments made to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXthe IR PSUs under Section 4.4 hereof. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of IR Options, IR Stock Appreciation Rights, IR RSUs, IR PSUs and IR Notional Shares shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other Taxes on the holders thereof pursuant to Section 409A of the Code. (e) For reference purposes only, sample calculations showing adjustments as contemplated by Section 4.2 through Section 4.5 are attached hereto as Exhibit A.

General Principles. (a) B/E CSC and KLX Computer Sciences GS shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIISection 4, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP CSC Equity Plans informing such employee Employee of (i) the actions contemplated by this ARTICLE III Section 4 with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E CSC Equity Plan Plans during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding awards under the B/E LTIP or CSC Equity Plans and/or replacement awards under the KLX LTIP Computer Sciences GS Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution Effective Time for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (ii) for purposes award. Neither the transfer of determining whether any “change in control” has occurred with respect employment or service to any B/E Equity Award or KLX Equity Award, (A) a Computer Sciences GS Entity nor the Distribution shall constitute a “change in controlTermination” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXunder the CSC Equity Plans. (c) No award described in this ARTICLE IIISection 4, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled become exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of CSC Options, CSC RSUs and CSC PSUs shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other taxes on the holders thereof pursuant to Section 409A of the Code. (e) The Parties shall not change the manner in which CSC Options, CSC RSUs or CSC PSUs are adjusted at the Effective Time if such change could reasonably be expected to materially increase the liability of Computer Sciences GS, or the aggregate potential dilution of the holders of Computer Sciences GS Common Stock, under this Section 4.

General Principles. (a) B/E COP and KLX Xxxxxxxx 66 shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under any of the B/E LTIP COP Equity Plans informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under any of the B/E COP Equity Plan Plans during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the Distribution, (i) a grantee who has outstanding awards under one or more of the B/E LTIP or COP Equity Plans and/or replacement awards under the KLX LTIP Xxxxxxxx 66 New Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in control” has occurred with respect to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXaward. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of COP Options, COP SARs, COP RSUs and COP PSUs shall be effectuated in a manner that is intended to avoid the imposition of any penalty or other taxes on the holders thereof pursuant to Section 409A of the Code.

General Principles. (a) B/E Xxxxxxx International and KLX Xxxxxxx Electronics shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP Xxxxxxx International Equity Plan informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E Xxxxxxx International Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding equity-based awards under the B/E LTIP or Xxxxxxx International Equity Plan and/or replacement equity-based awards under the KLX LTIP Xxxxxxx Electronics Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution Effective Time for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (iiaward; provided, that this Section 4.1(b) for purposes of determining whether any “change in control” has occurred with respect shall not govern adjustments made to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXthe Xxxxxxx International PSAs under Section 4.2 hereof. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of Xxxxxxx International PSAs shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other Taxes on the holders thereof pursuant to Section 409A of the Code.

General Principles. (a) B/E Leidos and KLX New SAIC shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP Leidos Equity Plan informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E Leidos Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding awards under the B/E LTIP or Leidos Equity Plan and/or replacement awards under the KLX LTIP New SAIC Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution Effective Time for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (ii) for purposes award. Neither the transfer of determining whether any “change in control” has occurred with respect employment or service to any B/E Equity Award or KLX Equity Award, (A) a New SAIC Entity nor the Distribution shall constitute a “change in controlTermination” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXunder the Leidos Equity Plan. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of Leidos Options, Leidos RSUs and PSUs shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other taxes on the holders thereof pursuant to Section 409A of the Code.

General Principles. (a) B/E Exelis and KLX Vectrus shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle V, including, to the extent practicable, providing written notice or similar communication to each employee Employee or director who holds one or more awards granted under the B/E LTIP any Exelis Equity Plan informing such employee Employee or director, as applicable, of (i) the actions contemplated by this ARTICLE III Article V with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E any Exelis Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the DistributionEffective Time, (i) a grantee who has outstanding equity-based awards under one or more of the Exelis Equity Plans and/or replacement equity-based awards under the B/E LTIP or the KLX LTIP Vectrus Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution Effective Time for purposes of (xi) vesting and (yii) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in control” has occurred with respect to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXaward. (c) No award described in this ARTICLE IIIArticle V, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a With respect to each outstanding stock option, the period during which such an award option is exercisable and the ultimate expiration date of the option will not exercisable be extended. (d) From and after the Effective Time, all awards adjusted pursuant to this Article V shall be subject to the preceding sentenceterms and conditions set forth in the applicable Exelis Equity Plan or Vectrus Equity Plan and corresponding award agreements. Without limiting the generality of the foregoing, from and after the Effective Time, all references to the applicable company in such Exelis Equity Plan or Vectrus Equity Plan, as applicable, including but not limited to, “Acceleration Event” and other administrative provisions requiring interpretation shall refer to the appropriate company to reflect the Transaction (e.g., the definition of “Acceleration Event” under the applicable Vectrus Equity Plan and corresponding award agreement shall mean an Acceleration Event with respect to Vectrus rather than Exelis). (e) The adjustment or conversion of Exelis Options and Exelis RSUs shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other Taxes on the holders thereof pursuant to Section 409A of the Code.

General Principles. (a) B/E Oil States and KLX Civeo shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP OS Equity Plan informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E OS Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after the Distribution, (i) a grantee who has outstanding awards under the B/E LTIP OS Equity Plan or the KLX LTIP Civeo New Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (x) vesting and (y) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in of control” has occurred with respect to any B/E OS Equity Award or KLX Civeo Equity Award, (Ax) a “change in of control” shall only be deemed to have occurred for purposes of any award that is held by an B/E OS Group Employee upon a “change in of control” of B/E Oil States and (By) a “change in of control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Civeo Group Employee upon a “change in of control” of KLXCiveo. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of OS Equity Awards pursuant to this Article IV is intended to be effectuated in a manner so as to result in each Adjusted OS Equity Award, OS RSA or Civeo Equity Award, as applicable, having an aggregate “fair value” and an “intrinsic value” (in each case, within the meaning of ASC 718 and determined in accordance therewith), as of immediately following the Distribution, that shall not be materially greater than the fair value and intrinsic value of the related OS Equity Award immediately prior to the Distribution. (e) The adjustment or conversion of OS Equity Awards shall be effectuated in a manner that is intended to avoid the imposition of any penalty or other taxes on the holders thereof pursuant to Section 409A of the Code.

General Principles. (a) B/E Infrastructurco and KLX Flowco shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIIV, including, to the extent practicable, providing written notice or similar communication to each employee who holds one or more awards granted under the B/E LTIP SPX Equity Plan informing such employee of (i) the actions contemplated by this ARTICLE III IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E SPX Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after the Distribution, (i) a grantee who has outstanding awards under the B/E LTIP or the KLX LTIP shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (x) vesting and (y) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in control” has occurred with respect to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLX. (c) No award described in this ARTICLE IIIIV, whether outstanding or to be issued, adjusted, substituted, assumed, converted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substituted, assumed, converted or cancelled until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (c) Notwithstanding anything to the contrary in this Section 4.01, effective immediately prior to the Effective Time, the compensation committee of the board of directors of SPX (the “SPX Compensation Committee”) may provide for different adjustments with respect to some or all SPX Equity Awards to the extent that the SPX Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the SPX Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates.

General Principles. (a) B/E Covidien and KLX Mallinckrodt shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more equity awards granted under any of the B/E LTIP Covidien Equity Plans informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under any of the B/E Covidien Equity Plan Plans during which time awards may not be exercised or settled, as the case may be. (b) From and after Following the Distribution, (i) a grantee who has outstanding awards under one or more of the B/E LTIP Covidien Equity Plans or replacement awards under the KLX LTIP Mallinckrodt New Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (xvesting. For purposes of the equity awards and except as otherwise provided in Section 4.1(d) vesting and (y) determining below, the Distribution shall not result in a termination of employment or service for any Employee, rather the date of termination of employment as it applies to any such award and (ii) or service with the applicable plan sponsor following the Distribution shall be the termination date for purposes of determining whether any “change in control” has occurred with respect to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for the purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXoutstanding equity awards. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal U.S. securities Laws. Any Neither the period of exercisability nor the term of any award will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) Notwithstanding anything to the contrary in this Agreement, Covidien Options which are intended to be “approved options” and that were issued pursuant to the Covidien Stock and Incentive Plan HMRC Approved Sub-Plan for the United Kingdom and options to purchase Covidien Ordinary Shares which were offered by invitation pursuant to the Covidien Savings Related Share Plan (“XXXX”) will not be adjusted as described below and any Covidien Options, Covidien PSUs or Covidien RSUs held by a Mallinckrodt Group Employee who is a resident of the People’s Republic of China (“Mallinckrodt PRC Nationals”) will not be adjusted as described below. Notwithstanding the provisions of Section 4.1(b), the Distribution shall be treated as a termination of employment from a Covidien Entity for Mallinckrodt PRC Nationals and any Mallinckrodt Group Employee in the United Kingdom who hold options to purchase Covidien Ordinary Shares through the XXXX. The applicable terms and conditions of equity awards held by Mallinckrodt PRC Nationals and the terms of the XXXX shall govern the vesting and exercisability of the applicable awards upon the Distribution. (e) The adjustment or conversion of Covidien Options, Covidien PSUs, Covidien RSUs, Mallinckrodt Options, Mallinckrodt RSUs and Mallinckrodt PSUs shall be effectuated in a manner that is intended to avoid the imposition of any penalty or other taxes on the holders thereof pursuant to Code Section 409A.

General Principles. (a) B/E Oil States and KLX Civeo shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IIIArticle IV, including, to the extent practicable, providing written notice or similar communication to each employee Employee who holds one or more awards granted under the B/E LTIP OS Equity Plan informing such employee Employee of (i) the actions contemplated by this ARTICLE III Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E OS Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From and after the Distribution, (i) a grantee who has outstanding awards under the B/E LTIP OS Equity Plan or the KLX LTIP Civeo New Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (x) vesting and (y) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in of control” has occurred with respect to any B/E OS Equity Award or KLX Civeo Equity Award, (Ax) a “change in of control” shall only be deemed to have occurred for purposes of any award that is held by an B/E OS Group Employee upon a “change in of control” of B/E Oil States and (By) a “change in of control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Civeo Group Employee upon a “change in of control” of KLXCiveo. (c) No award described in this ARTICLE IIIArticle IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence. (d) The adjustment or conversion of OS Equity Awards pursuant to this Article IV is intended to be effectuated in a manner so as to result in each Adjusted OS Equity Award, OS RSA or Civeo Equity Award, as applicable, having an aggregate “fair value” and an “intrinsic value” (in each case, within the meaning of ASC 718 and determined in accordance therewith), as of immediately following the Distribution, that shall be substantially identical to the fair value and intrinsic value of the related OS Equity Award immediately prior to the Distribution, subject to any differences in “fair value” or “intrinsic value” caused solely by rounding to avoid awards with respect to fractional shares of OS Common Stock or Civeo Common Stock. (e) The adjustment or conversion of OS Equity Awards shall be effectuated in a manner that is intended to avoid the imposition of any penalty or other taxes on the holders thereof pursuant to Section 409A of the Code.

General Principles. (a) B/E For the avoidance of doubt, the provisions of this Article III shall not apply unless the Distribution takes place. MII and KLX B&W shall take any and all reasonable actions action as shall be necessary and appropriate to further the provisions of this ARTICLE Article III, including, to the extent practicable, providing written notice or similar communication to each employee who holds one or more awards granted under the B/E LTIP informing such employee of (i) the actions contemplated by this ARTICLE III with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the B/E Equity Plan during which time awards may not be exercised or settled, as the case may be. (b) From Where an award granted under one of the MII Legacy Equity Plans is replaced by an award under the B&W New Equity Plan in accordance with the provisions of this Article III, such award generally shall be on terms which are in all material respects identical to the terms of the award which it replaces (including any requirements of continued employment) but subject to any necessary changes to take into account that (i) the award relates to B&W Common Stock, (ii) the B&W New Equity Plan is administered by B&W, (iii) if applicable, the grantee under the award is employed or affiliated with a new employer or plan sponsor, and after (iv) the award is not subject to any performance conditions. Where an award granted under one of the MII Legacy Equity Plans is adjusted in accordance with the provisions of this Article III, such award shall otherwise continue to retain the same terms and conditions of the original award, subject to any necessary changes to take into account the adjustments required by this Article III. (c) Following the Distribution, (i) a grantee who has outstanding awards under one or more of the B/E LTIP or MII Legacy Equity Plans and/or replacement awards under the KLX LTIP B&W New Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (x1) vesting and (y2) determining the date of termination of employment as it applies to any such award and (ii) for purposes of determining whether any “change in control” has occurred with respect to any B/E Equity Award or KLX Equity Award, (A) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by an B/E Employee upon a “change in control” of B/E and (B) a “change in control” shall only be deemed to have occurred for purposes of any award that is held by a KLX Employee upon a “change in control” of KLXaward. (cd) Notwithstanding the other provisions of this Article III, in the case of Xxxxxxx X. Xxxx, fifty percent (50%) of the unvested awards otherwise subject to Section 3.2(a) shall be treated as if subject to Section 3.2(b), fifty percent (50%) of the unvested awards otherwise subject to Section 3.3(a) shall be treated as if subject to Section 3.3(b), fifty percent (50%) of the unvested awards otherwise subject to Section 3.4(a) shall be treated as if subject to Section 3.4(b) and fifty percent (50%) of the awards otherwise subject to Section 3.5(a) shall be treated as if subject to Section 3.5(b). (e) No award described in this ARTICLE Article III, whether outstanding or to be issued, adjusted, substituted, assumed, converted substituted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substitutedsettled, assumedcancelled, converted or cancelled exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Lawslaw, including federal securities Lawslaws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to in accordance with the preceding sentence.