Common use of Restricted Stock Awards Clause in Contracts

Restricted Stock Awards. Each restricted stock award (other than those held by non-employee directors of SemGroup) (each, a “SemGroup restricted stock award”) that is outstanding immediately prior to the effective time will be assumed by Energy Transfer and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (x) the number of shares of SemGroup common stock subject to such SemGroup restricted stock award immediately prior to the effective time by (y) the equity exchange ratio, rounded up or down to the nearest whole ET common unit (each, an “assumed SemGroup restricted stock award”). Each assumed SemGroup restricted stock award will otherwise be subject to the same terms and conditions as were applicable to the SemGroup award immediately prior to the effective time, have distribution equivalent rights and fully accelerate upon a termination without cause, for good reason or as a result of the holder’s death or disability. Performance Share Units. Each award of performance share units that corresponds to shares of SemGroup common stock (each, a “SemGroup PSU award”) that is outstanding and vested as of the effective time will be cancelled in exchange for the payment of the merger consideration with respect to the number of shares of SemGroup common stock underlying such vested SemGroup PSU award. Each SemGroup PSU award that is outstanding and unvested as of the effective time will automatically, and without any required action of the holder thereof, be cancelled without consideration.

Restricted Stock Awards. Each restricted stock award (other than those held by non-employee directors of SemGroup) (each, a “SemGroup restricted stock award”) that is outstanding immediately prior to the effective time will be assumed by Energy Transfer and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (x) the number of shares of SemGroup common stock subject to such SemGroup restricted stock award immediately prior to the effective time by (y) the equity exchange ratio, rounded up or down to the nearest whole ET common unit (each, an “assumed SemGroup restricted stock award”). Each assumed SemGroup restricted stock award will otherwise be subject to the same terms and conditions as were applicable to the SemGroup award immediately prior to the effective time, have distribution equivalent rights and fully accelerate upon a termination without cause, for good reason or as a result of the holder’s death or disability. • Performance Share Units. Each award of performance share units that corresponds to shares of SemGroup common stock (each, a “SemGroup PSU award”) that is outstanding and vested as of the effective time time, will be cancelled in exchange for the payment of the merger consideration with respect to the number of shares of SemGroup common stock underlying such vested SemGroup PSU award. Each SemGroup PSU award that is outstanding and unvested as of the effective time will automatically, and without any required action of the holder thereof, be cancelled without consideration.

Restricted Stock Awards. Each restricted stock award (other than those held by non-employee directors of SemGroup) (each, a “SemGroup restricted stock award”) that is outstanding immediately prior to the effective time will be assumed by Energy Transfer and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (x) the number of shares of SemGroup common stock subject to such SemGroup restricted stock award immediately prior to the effective time by (y) the equity exchange ratio, rounded up or down to the nearest whole ET common unit (each, an “assumed SemGroup restricted stock award”). Each assumed SemGroup restricted stock award will otherwise be subject to the same terms and conditions as were applicable to the SemGroup award immediately prior to the effective time, have distribution equivalent rights and fully accelerate upon a termination without cause, for good reason or as a result of the holder’s death or disability. Performance Share Units. Each award of performance share units that corresponds to shares of SemGroup common stock (each, a “SemGroup PSU award”) that is outstanding and vested as of the effective time time, will be cancelled in exchange for the payment of the merger consideration with respect to the number of shares of SemGroup common stock underlying such vested SemGroup PSU award. Each SemGroup PSU award that is outstanding and unvested as of the effective time will automatically, and without any required action of the holder thereof, be cancelled without consideration.

Restricted Stock Awards. Each restricted stock award (other than those held by non-employee directors of SemGroup) (each, a “SemGroup restricted stock award”) that is outstanding immediately prior to the effective time will be assumed by Energy Transfer and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (x) the number of shares of SemGroup common stock subject to such SemGroup restricted stock award immediately prior to the effective time by (y) the equity exchange ratio, rounded up or down to the nearest whole ET common unit (each, an “assumed SemGroup restricted stock award”). Each assumed SemGroup restricted stock award will otherwise be subject to the same terms and conditions as were applicable to the SemGroup award immediately prior to the effective time, have distribution equivalent rights and fully accelerate upon a termination without cause, for good reason or as a result of the holder’s death or disability. Performance Share Units. Each award of performance share units that corresponds to shares of SemGroup common stock (each, a “SemGroup PSU award”) that is outstanding and vested as of the effective time will be cancelled in exchange for the payment of the merger consideration with respect to the number of shares of SemGroup common stock underlying such vested SemGroup PSU awardawards. Each SemGroup PSU award that is outstanding and unvested as of the effective time will automatically, and without any required action of the holder thereof, be cancelled without consideration.

Restricted Stock Awards. Each restricted stock award (other than those held by non-employee directors of SemGroup) (each, a “SemGroup restricted stock award”) that is outstanding immediately prior to the effective time will be assumed by Energy Transfer and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (x) the number of shares of SemGroup common Table of Contents stock subject to such SemGroup restricted stock award immediately prior to the effective time by (y) the equity exchange ratio, rounded up or down to the nearest whole ET common unit (each, an “assumed SemGroup restricted stock award”). Each assumed SemGroup restricted stock award will otherwise be subject to the same terms and conditions as were applicable to the SemGroup award immediately prior to the effective time, have distribution equivalent rights and fully accelerate upon a termination without cause, for good reason or as a result of the holder’s death or disability. Performance Share Units. Each award of performance share units that corresponds to shares of SemGroup common stock (each, a “SemGroup PSU award”) that is outstanding and vested as of the effective time will be cancelled in exchange for the payment of the merger consideration with respect to the number of shares of SemGroup common stock underlying such vested SemGroup PSU awardawards. Each SemGroup PSU award that is outstanding and unvested as of the effective time will automatically, and without any required action of the holder thereof, be cancelled without consideration.