Common use of Other Equity-Based Awards Clause in Contracts

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. 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 Subsidiary is a party (an “"Equity Plan”) "), and that is outstanding at on the Effective TimeAcceptance Date, whether or not then 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 on the Effective TimeAcceptance Date, in full satisfaction of such Equity Award, an amount in cash without interest determined pursuant to the terms thereof (for example, taking into account any exercise price or equivalent thereof) based on the value of a Share being equal to the Merger Consideration and each Equity Award shall be cancelled at the Effective TimeConsideration. 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 Acceptance Date 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 TimeAcceptance Date. All administrative and other rights and authorities granted under any Equity Plan to the Company, the Company Board of Directors of the Company or any committee Committee or designee thereof, shall, following the Effective Time, reside with the Surviving Corporation.

Other Equity-Based Awards. Each Set forth in Schedule 3.05(a) of the Disclosure Letter is each incentive award or other right relating to, or the value of which is based on the value of, Shares Shares, other than an Option (an “Equity Award”) that was granted under any employee incentive or similar plan of the Company Company, including the Company’s 2005 Long-Term Incentive Plan (the “LTIP”) or under any agreement to which the Company or any of its Subsidiaries is a party (an “Equity Plan”) and that is outstanding at as of immediately prior to the Effective Time, whether or not vested, acceptance for payment of Shares in the Offer and that shall by virtue of the Merger completion of the Offer and in accordance with the terms of the Equity Plan pursuant to which such Equity Award was made, 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 by multiplying (i) the Merger ConsiderationConsideration by (ii) the number of Shares represented by such Equity Award. 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 by multiplying (i) the Merger Consideration by (ii) the number of Shares represented by such Equity Award and each Equity Award shall be cancelled at canceled as of the acceptance for payment of Shares pursuant to the Offer. With respect to each Equity Award that is a Restricted Share, the payment shall be made not later than five Business Days after the completion of the Offer and shall be made without regard to whether any restrictions remain in effect with respect to such Equity Award and the holder of such Restricted Share shall thereafter cease to have any rights with respect thereto. With respect to each Equity Award under the LTIP that is not a Restricted Share, the payment shall be made on a pro rata basis through the Effective TimeTime in accordance with the terms of the LTIP and paid no later than five Business Days after the Effective Time and any portion of such an award that is not payable under this Section 3.05 shall be forfeited, and such participant shall cease to have any entitlement therefor. Such payment with respect to Equity Awards 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 Timecompletion of the Offer, if necessary, 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)3.05. The Company shall, prior to the completion of the Offer, amend the Equity Plans as necessary to comply with Section 409A of the Code. 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 upon the completion of the Effective TimeOffer. All administrative and other rights and authorities granted under any Equity Plan to the Company, the Company Board of Directors or any committee Committee or designee thereof, shall, following the Effective Time, reside with the Surviving Corporation.

Other Equity-Based Awards. Each Set forth in Schedule 3.05(a) of the Disclosure Letter is each incentive award or other right relating to, or the value of which is based on the value of, Shares Shares, other than an Option (an “"Equity Award”") that was granted under any employee incentive or similar plan of the Company Company, including the Company's 2005 Long-Term Incentive Plan (the "LTIP") or under any agreement to which the Company or any of its Subsidiaries is a party (an “"Equity Plan”") and that is outstanding at as of immediately prior to the Effective Time, whether or not vested, acceptance for payment of Shares in the Offer and that shall by virtue of the Merger completion of the Offer and in accordance with the terms of the Equity Plan pursuant to which such Equity Award was made, 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 by multiplying (i) the Merger ConsiderationConsideration by (ii) the number of Shares represented by such Equity Award. 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 by multiplying (i) the Merger Consideration by (ii) the number of Shares represented by such Equity Award and each Equity Award shall be cancelled at canceled as of the acceptance for payment of Shares pursuant to the Offer. With respect to each Equity Award that is a Restricted Share, the payment shall be made not later than five Business Days after the completion of the Offer and shall be made without regard to whether any restrictions remain in effect with respect to such Equity Award and the holder of such Restricted Share shall thereafter cease to have any rights with respect thereto. With respect to each Equity Award under the LTIP that is not a Restricted Share, the payment shall be made on a pro rata basis through the Effective TimeTime in accordance with the terms of the LTIP and paid no later than five Business Days after the Effective Time and any portion of such an award that is not payable under this Section 3.05 shall be forfeited, and such participant shall cease to have any entitlement therefor. Such payment with respect to Equity Awards 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 Timecompletion of the Offer, if necessary, 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)3.05. The Company shall, prior to the completion of the Offer, amend the Equity Plans as necessary to comply with Section 409A of the Code. 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 upon the completion of the Effective TimeOffer. All administrative and other rights and authorities granted under any Equity Plan to the Company, the Company Board of Directors or any committee Committee or designee thereof, shall, following the Effective Time, reside with the Surviving Corporation.