Other Equity-Based Awards. Each incentive award or other right relating to, or the value of which is based on the value of, Shares (an “Equity Award”) that was granted under any employee incentive or similar plan of the Company or under any agreement to which the Company or any of its Subsidiaries is a party (an “Equity Plan”) and that is outstanding at the Effective Time, whether or not vested, shall by virtue of the Merger and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, determined pursuant to the terms thereof based on the value of a Share being equal to the Merger Consideration. Each holder of an Equity Award shall be entitled to receive, not later than five Business Day after the Effective Time, in full satisfaction of such Equity Award, an amount in cash without interest determined pursuant to the terms thereof based on the value of a Share being equal to the Merger Consideration and each Equity Award shall be cancelled at the Effective Time. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Equity Award. Prior to the Effective Time, the Company Board shall exercise its authority under each Equity Plan to determine that each Equity Award shall be converted, at the Effective Time, in the manner described in this Section 3.04(b). The Equity Plans shall terminate as of the Effective Time and any and all rights under any provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time. All administrative and other rights and authorities granted under any Equity Plan to the Company, the Company Board of Directors or any committee or designee thereof, shall, following the Effective Time, reside with the Surviving Corporation.
Other Equity-Based Awards. The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11.2 may be granted with vesting, value, and/or payment contingent upon the achievement of one or more performance goals. The Committee shall determine the terms and conditions of Other Equity-Based Awards on the Grant Date or thereafter. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of the Grantee’s Service, upon the termination of the Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have no further rights with respect to such Other Equity-Based Award.
Other Equity-Based Awards. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding equity-based award (other than Company Restricted Shares or rights under the ESPP) providing for a cash or stock payment measured by the value of Company Common Stock (an "Other Company Equity-Based Award") shall be deemed to refer to (or be measured by) (i) the number of shares of Parent Common Stock equal to the result determined by multiplying such number of shares of Company Common Stock covered by the Other Company Equity-Based Award by the Exchange Ratio as adjusted pursuant to Section 1.10(g), plus (ii) a cash payment to the holder of any Other Company Equity-Based Award in an amount equal to the product of the Per Share Cash Amount and the number of shares of Company Common Stock covered by such Other Company Equity-Based Award. Notwithstanding the fact that part of each holder's Other Company Equity-Based Award will be settled in cash as provided in the immediately preceding sentence, the rights of any person with respect to Parent Common Stock under each Other Company Equity-Based Award shall be on the same terms, conditions and restrictions, if any, as were applicable to such Other Company Equity-Based Award immediately prior to the Effective Time.
Other Equity-Based Awards. Executive shall be eligible for grants of restricted stock, stock options, stock appreciation rights, restricted stock units, incentive awards, other stock-based awards and dividend equivalents (collectively, “Equity-Based Awards”) from time to time as shall be determined by the Board or the Compensation Committee of the Board, if any, in its sole discretion, and shall be subject to such vesting, exercisability, and other provisions as the Board or the Compensation Committee of the Board, if any, may determine in its discretion, after reviewing the performance of both Executive and the Company. All Equity-Based Awards and the Initial Public Offering Equity Award shall be governed in all respects by the terms of the applicable agreements executed in connection with any grant and the Equity Incentive Plan documents governing such Equity-Based Awards.
Other Equity-Based Awards. The Board may grant Other Equity-Based Awards, either alone or in tandem with other Awards, in amounts and subject to all conditions as the Board may determine in its sole discretion. Each Equity-Based Award will be evidenced by an Award Agreement and will be subject to all conditions, not inconsistent with this Plan, as may be reflected in the applicable Award Agreement.
Other Equity-Based Awards. (a) Prior to the Closing Date the Company shall take all necessary and appropriate actions to provide that, upon the Effective Time, each restricted stock award or deferred stock award (collectively, the "Stock Awards") or any other stock-based award (other than the Options), the value of which is based upon the value of the Company Common Stock (the "Units," and together with Stock Awards, the "Awards") which is subject to any vesting requirement and which was issued pursuant to a Company Stock Option Plan or any of the Company's Partnershare Plan, Dividend Reinvestment and Common Stock Purchase Plan, Partnership for One-Hundred Plan, Partnership for One-Hundred Plan II, the Partnership Equity Plan or the BT Investments (Australia) Ltd. Group Notional Equity Participation Plan (collectively, the "Company Equity Plans" and together with the Company Stock Option Plans, the "Company Stock Plans") and which is disclosed in Section 3.2 of the Company Disclosure Schedule shall become 100% vested and payable or distributable, as the case may be.
(b) Effective as of the Effective Time, each Award shall be canceled and terminated in accordance with its terms. In consideration of such cancellation and termination, as soon as practicable after the Effective Time, the Surviving Corporation shall pay to the holder of each Award the amount in respect thereof as is required under the terms of the Company Stock Plans and/or agreements governing such Awards, subject to employment or income tax withholding of such amounts (if any) as are required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Award.
Other Equity-Based Awards. 9.1 Other Equity-Based Awards. The Committee shall have the right to grant other Awards based upon or payable in Shares having such terms and conditions as the Committee may determine, including the grant of Shares upon the achievement of a Performance Objective and the grant of securities convertible into Shares.
Other Equity-Based Awards. All other unvested equity-based awards, including unvested restricted stock units, held on the Transition Time shall vest and shall be settled in accordance with their terms, provided that any such equity-based awards that are subject to Section 409A of the Code shall settle on the date that is six (6) months following the Transition Time (in the case of performance-based restricted stock units, with such vesting based on “target” level performance). The Value Creation Incentive Award shall vest in full and such award shall be settled on the date that is six (6) months following the Transition Time.
Other Equity-Based Awards. At the Effective Time, each phantom restricted stock award and phantom restricted share (collectively, the "Stock Awards") granted pursuant to the Company's Stock Plans, the Company's Phantom Restricted Stock Plan for Nonemployee Directors or pursuant to an individual agreement (collectively, the "Award Arrangements") shall fully vest and become immediately payable or distributable (except as set forth in Schedule 5.16(c) of the Company Disclosure Letter). At the Effective Time, each vested Stock Award shall be canceled and terminated in accordance with its terms, and the holder thereof shall receive out of the Exchange Fund in full satisfaction of such Stock Award, a cash payment in an amount in respect thereof equal to the product of (i) the Consideration Amount, and (ii) the number of shares of Company Common Stock subject to such Stock Award at the Effective Time, less any income or employment tax withholding required under the Code or any provision of state, local or foreign law.
Other Equity-Based Awards. Prior to the Effective Time, ------------------------- the Company shall take all necessary and appropriate actions (including obtaining all applicable consents) to provide that, upon the Effective Time, each then outstanding restricted stock award in respect of Shares and any other stock based awards (collectively, the "Stock Awards") which is subject to any ------------ vesting requirement and which was issued pursuant to a Stock Option Plan or any other plan or arrangement shall, whether or not then exercisable or vested, become 100% vested. At the Effective Time, a holder of Shares underlying such Stock Award shall be entitled to receive the Merger Consideration (subject to any applicable withholding tax as specified in
