Common use of Parent Equity Awards Clause in Contracts

Parent Equity Awards. (i) At the Duke Effective Time, each outstanding restricted stock unit (a “Parent RSU”) issued under the Parent Stock Plans shall automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of Parent Class A Common Stock and shall be converted into a restricted stock unit denominated in one share of Holdco Class A Common Stock (a “Holdco RSU”). Except as specifically provided above, following the Duke Effective Time, each such Holdco RSU shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Parent RSU immediately prior to the Duke Effective Time. (ii) At the Duke Effective Time, each outstanding option to purchase a share of Parent Class A Common Stock (a “Parent Option” and, the Parent Options together with the Parent RSUs, the “Parent Equity Awards”) under the Parent Stock Plans shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase one share of Parent Class A Common Stock and shall be converted into an option to purchase one share of Holdco Class A Common Stock (a “Holdco Option”), at an exercise price per share equal to the exercise price per share of Parent Class A Common Stock of such Parent Option immediately prior to the Duke Effective Time. Except as specifically provided above, following the Duke Effective Time, each Holdco Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Parent Option immediately prior to the Duke Effective Time.

Parent Equity Awards. (a) Prior to the First Effective Time, the Parent Board (or, if appropriate, a committee administering a Parent Stock Plan) has adopted resolutions providing that: (i) At the Duke Effective Timeeach option to acquire shares of Parent Common Stock (each such option, a “Parent Stock Option”), and each outstanding restricted stock unit award with respect to shares of Parent Common Stock (each such award, a “Parent RSU”) issued under ” and, collectively with the Parent Stock Plans shall automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of Parent Class A Common Stock and shall be converted into a restricted stock unit denominated in one share of Holdco Class A Common Stock (a “Holdco RSU”). Except as specifically provided above, following the Duke Effective Time, each such Holdco RSU shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Parent RSU immediately prior to the Duke Effective Time. (ii) At the Duke Effective Time, each outstanding option to purchase a share of Parent Class A Common Stock (a “Parent Option” and, the Parent Options together with the Parent RSUsOptions, the “Parent Equity Awards”), in each case that is outstanding and unvested immediately prior to the First Effective Time, will vest in full at the First Effective Time; (ii) under the each Parent Stock Plans shall, automatically and without any required action on Option that is outstanding immediately prior to the part First Effective Time will be canceled as of the Effective Time, and, in exchange therefor, the former holder thereofof such canceled Parent Stock Option will be entitled to receive (without interest), cease in consideration of the cancellation of such Parent Stock Option, an amount in cash (less applicable Tax withholdings pursuant to represent an option Section 1.13) equal to purchase one share the product of (A) the total number of shares of Parent Class A Common Stock and shall be converted into an option subject to purchase one share the unexercised portion of Holdco Class A Common such Parent Stock Option immediately prior to the First Effective Time (a determined after giving effect to the accelerated vesting described in Section 1.10(a)(i)) multiplied by (B) the excess, if any, of $2.06 (the “Holdco OptionCash out Amount”), at an ) over the applicable exercise price per share equal to of Parent Common Stock under such Parent Stock Option; provided, however, that, if the exercise price per share of Parent Class A Common Stock of any Parent Stock Option is equal to or greater than the Cash out Amount, such Parent Stock Option shall be canceled and terminated without any consideration in respect thereof; and (iii) each Parent RSU that is outstanding immediately prior to the Duke First Effective Time will be canceled as of the First Effective Time. Except as specifically provided above, following and the Duke former holder of such canceled Parent RSU will be entitled, in exchange therefor, to receive (without interest) an amount in cash (less applicable Tax withholdings pursuant to Section 1.13) equal to the product of (A) the total number of shares of Parent Common Stock deliverable under such Parent RSU immediately prior to the First Effective Time (determined after giving effect to the accelerated vesting described in Section 1.10(a)(i)) multiplied by (B) the Cash out Amount. (b) From and after the First Effective Time, each Holdco Option shall continue to be governed by the same terms Parent Equity Award that is outstanding and conditions (including vesting and exercisability terms) as were applicable to such Parent Option unvested immediately prior to the Duke First Effective Time shall no longer be exercisable by, or otherwise give right to the delivery or issuance of any shares of Parent Common Stock to, the former holder thereof, but shall only entitle such holder to the payment of the corresponding amounts, if any, provided under Section 1.10(a). Subject to Section 1.13, Parent shall make all payments to holders of Parent Equity Awards required under Section 1.10(a) as promptly as practicable after the First Effective Time, and in any event no later than the first payroll date of Parent that occurs no less than five (5) Business Days after the First Effective Time, in accordance with the foregoing.

Parent Equity Awards. (i) At No later than immediately before the Duke Merger Effective Time, Parent and Holdings shall take such actions as may be required to provide that: (A) each Parent Option that is outstanding restricted stock unit (a “Parent RSU”) issued under immediately prior to the Parent Stock Plans shall automatically and without any required action on Merger Effective Time shall, at the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of Parent Class A Common Stock and shall be converted into a restricted stock unit denominated in one share of Holdco Class A Common Stock (a “Holdco RSU”). Except as specifically provided above, following the Duke Merger Effective Time, each such Holdco RSU shall continue be exchanged for an option to be governed by acquire, on the same terms and conditions (including vesting terms) as were applicable under such Parent Option immediately before the Effective Time (including, for the avoidance of doubt, with respect to vesting), a number of Holdings Common Shares equal to the applicable number of Parent Common Shares subject to such Parent Option immediately before the Merger Effective Time at a price per share (rounded up to the nearest whole cent) equal to the exercise price per Parent Common Share otherwise purchasable pursuant to such Parent Option (each Parent Option as so adjusted, an “Exchanged Parent Option”); provided, however, that such conversion shall be effected in accordance with Section 424(a) of the Code; and (B) each Parent RSU that is outstanding immediately prior to the Duke Merger Effective Time shall, at the Merger Effective Time, be exchanged for a restricted stock unit, subject to the same terms and conditions as were applicable under such Parent RSU immediately before the Merger Effective Time (including, for the avoidance of doubt, with respect to vesting), with respect to a number of Holdings Common Shares equal to the number of Parent Common Shares subject to such Parent RSU immediately before the Merger Effective Time (each Parent RSU as so adjusted, an “Exchanged Parent RSU”). (ii) At the Duke Merger Effective Time, each outstanding option to purchase a share Holdings shall assume all the obligations of Parent Class A Common Stock (a “Parent Option” and, the Parent Options together with the Parent RSUs, the “Parent Equity Awards”) under the Parent Stock Plans shallPlans, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase one share of Parent Class A Common Stock and shall be converted into an option to purchase one share of Holdco Class A Common Stock (a “Holdco Option”), at an exercise price per share equal to the exercise price per share of Parent Class A Common Stock of such each Exchanged Parent Option immediately prior to and Exchanged Parent RSU and the Duke Effective Time. Except as specifically provided above, following agreements evidencing the Duke Effective Time, each Holdco Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Parent Option immediately prior to the Duke Effective Timegrants thereof.

Parent Equity Awards. (a) As of the Parent Effective Time, (i) At each Parent Option that is outstanding immediately prior to the Duke Parent Effective Time, each outstanding restricted stock unit (a “Parent RSU”) issued under the Parent Stock Plans shall automatically and whether or not then vested or exercisable, shall, without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of Parent Class A Common Stock be assumed by Holdco and shall be converted automatically into a restricted stock unit denominated in one share of Holdco Class A Common Stock (a “Holdco RSU”). Except as specifically provided above, following the Duke Effective Time, each such Holdco RSU shall continue to be governed by Option on substantially the same terms and conditions (including the vesting termsschedule, exercisability conditions and per share exercise price) as were applicable applied to the applicable such Parent RSU Option immediately prior to the Duke Parent Effective Time. ; (ii) At the Duke Effective Time, each outstanding option to purchase a share of Parent Class A Common Restricted Stock (a “Parent Option” and, that is outstanding immediately prior to the Parent Options together with the Parent RSUs, the “Parent Equity Awards”) under the Parent Stock Plans Effective Time shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase one share of Parent Class A Common Stock be assumed by Holdco and shall be converted automatically into an option to purchase one share award of Holdco Class A Common Stock (a “Holdco Option”)Restricted Stock, at an exercise price per share equal to the exercise price per share of Parent Class A Common Stock of such Parent Option immediately prior to the Duke Effective Time. Except as specifically provided above, following the Duke Effective Time, each Holdco Option shall continue to be governed by on substantially the same terms and conditions (including the vesting schedule) as applied to such Parent Restricted Stock immediately prior to the Parent Effective Time; (iii) each Parent RSU that is outstanding immediately prior to the Parent Effective Time, whether or not then vested, shall, without any action on the part of the holder thereof, be assumed by Holdco and shall be converted automatically into a Holdco RSU on substantially the same terms and conditions (including the vesting and exercisability termssettlement schedule) as applied to such Parent RSU immediately prior to the Parent Effective Time; and (iv) the Parent Stock Plans, including all of the rights, powers, obligations, responsibilities and obligations set forth therein, shall be assumed by Holdco. (b) Not later than the Closing Date, Holdco shall deliver to the holders of Parent Options, Parent Restricted Stock and Parent RSUs any required notices setting forth the effect of the Mergers on such holders’ rights and describing the treatment of such awards in accordance with this Section 2.6. (c) As of the Parent Effective Time, any right to purchase shares of Parent Common Stock under the Parent ESPPs shall be converted into the right to purchase shares of Holdco Common Stock, subject to the same terms and conditions (including the purchase rights) as were applicable to such under the Parent Option ESPPs immediately prior to the Duke Parent Effective Time, and the Parent ESPPs, including all of the rights, powers, obligations, responsibilities and obligations set forth therein, shall be assumed by Holdco. (d) Prior to the Parent Effective Time, Parent shall take all necessary action to effectuate the provisions of this Section 2.6. Holdco shall reserve for future issuance a number of shares of Holdco Common Stock at least equal to the number of shares of Holdco Common Stock that will be subject to Holdco Options, Holdco Restricted Stock and Holdco RSUs as a result of the actions contemplated by Section 2.5 and this Section 2.6.