Common use of Stock-Based Awards Clause in Contracts

Stock-Based Awards. (a) At the Effective Time, all Rights with respect to Charter Common Stock pursuant to stock options granted by Charter (the “Charter Stock Options”) which are outstanding immediately prior to the Effective Time, whether or not exercisable, shall be converted at the Effective Time into an obligation of the Surviving Entity to pay (or cause to be paid) and a right of the applicable Charter Stock Option holder to receive, in full satisfaction of any Rights in respect of the Charter Stock Options, a cash payment equal to the product obtained by multiplying (i) the number of shares of Charter Common Stock underlying such Person’s Charter Stock Options by (ii) $23.00 minus the exercise price per share under such Charter Stock Options (the “Charter Stock Option Price”), subject to any income or employment tax withholding required under the Code or any provision of applicable Law. The Surviving Entity shall pay the Charter Stock Option Price owed to each holder of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period). (b) Charter shall take all requisite action so that, as of the Effective Time, all Charter Stock Options and any other Rights, contingent or accrued, to acquire or receive Charter Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Charter Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Charter Stock Plans, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a). (c) Effective immediately prior to the Effective Time, each share of restricted stock of Charter outstanding immediately prior thereto (the “Charter Restricted Stock”) shall become fully vested and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Charter Common Stock for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Consideration, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01. (d) Prior to the Effective Time, the board of directors of Charter (or, if appropriate, any committee thereof administering the Charter Stock Plans) shall adopt such resolutions or take such other actions, including obtaining any necessary consents or amendments to the applicable award agreements and equity plans, as may be required to effectuate the provisions of this Section 2.02.

Stock-Based Awards. (a) At the Effective Time, all Rights with respect Each valid option to Charter purchase shares of Sunshine Common Stock pursuant to stock options granted by Charter (the each, a “Charter Sunshine Stock OptionsOption”) which are ), outstanding and unexercised immediately prior to the Effective TimeTime shall, whether or not exercisableby virtue of the Merger, shall automatically and without any action on the part of the holder thereof, become fully vested and be converted at the Effective Time into an obligation option to purchase that number of the Surviving Entity to pay (or cause to be paid) and a right shares of the applicable Charter CenterState Common Stock Option holder to receive, in full satisfaction of any Rights in respect of the Charter Stock Options, a cash payment as shall equal to the product obtained by multiplying the Merger Consideration (ithe “Option Exchange Ratio”) the by that number of shares of Charter Sunshine Common Stock underlying which such Person’s Charter Stock Options option entitled the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by (ii) $23.00 minus dividing the exercise price per share under such Charter Stock Options (of the “Charter Sunshine Stock Option Price”by the Option Exchange Ratio (rounded to the nearest cent); provided however, subject that in the event that the Merger Consideration is modified as a result of the application of Section 2.09, then the Option Exchange Ratio shall be appropriately adjusted in order to any income or employment tax withholding required under reflect the Code or any provision impact of applicable Lawsuch modification to the Merger Consideration. The Surviving Entity shall pay Except with respect to the Charter adjustment described in the preceding sentence, each Sunshine Stock Option Price owed shall remain in effect in accordance with its terms, including with respect to each holder of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period)vesting and termination. (b) Charter Sunshine shall take all requisite action so that, as of the Effective Time, all Charter Sunshine Stock Options and any other Rights, contingent or accrued, to acquire or receive Charter Sunshine Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Charter Sunshine Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Charter Sunshine Stock Plans, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a). (c) Effective immediately prior to At the Effective Time, each share of restricted stock of Charter outstanding immediately prior thereto (the each “Charter Sunshine Restricted Stock”) shall become fully vested vest in full and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Charter Sunshine Common Stock for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Consideration, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01. (d) Prior to the Effective Time, the board of directors of Charter Sunshine (or, if appropriate, any committee thereof administering the Charter Sunshine Stock Plans) shall adopt such resolutions or take such other actions, including obtaining any necessary consents or amendments to the applicable award agreements and equity plans, as may be required to effectuate the provisions of this Section 2.02.

Stock-Based Awards. (a) At the Effective Time, all Rights with respect Each valid option to Charter Common Stock purchase shares of NCC common stock pursuant to stock options granted by Charter the NCC equity plans (the each an “Charter NCC Stock OptionsOption”) which are ), outstanding and unexercised immediately prior to the Effective Time, whether or not exercisableshall, shall by virtue of the Merger, be assumed by CenterState, and automatically and without any action on the part of the holder thereof, be converted at the Effective Time into an obligation option to purchase that number of the Surviving Entity to pay (or cause to be paid) and a right shares of the applicable Charter Stock Option holder to receive, in full satisfaction of any Rights in respect of the Charter Stock Options, a cash payment CenterState common stock as shall equal to the product obtained by multiplying (i) the Exchange Ratio by that number of shares of Charter Common NCC common stock which such NCC Stock underlying such Person’s Charter Stock Options Option entitled the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by (ii) $23.00 minus dividing the exercise price per share of the NCC Stock Option by the Exchange Ratio (rounded to the nearest cent); provided, however, that in the event that the Merger Consideration is modified as a result of the application of the last paragraph of Section 3 or otherwise, then the Exchange Ratio shall be appropriately adjusted in order to reflect the impact of such modification to the Merger Consideration.. Each outstanding and unexercised warrant to purchase NCC common stock immediately prior to the Effective Time (each, an “NCC Warrant”) shall, by virtue of the Merger, be assumed by CenterState, and automatically and without any action on the part of the holder thereof, cease to represent a right to purchase shares of NCC common stock and shall be converted into a right to purchase that number of shares of CenterState common stock as shall equal the product obtained by multiplying the Exchange Ratio by that number of shares of NCC common stock which such NCC Warrant entitled the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the NCC Warrant by the Exchange Ratio (rounded to the nearest cent); provided, however, that in the event that the Merger Consideration is modified as a result of the application of the last paragraph of Section 3 or otherwise, then the Exchange Ratio shall be appropriately adjusted in order to reflect the impact of such modification to the Merger Consideration. At the Effective Time, the deferrals of NCC common stock representing equity awards and director fees credited to participant accounts under such Charter Stock Options the National Commerce Corporation Deferral of Compensation Plan (the “Charter Stock Option PriceNCC Deferred Shares”)) shall be converted into the right to receive, subject to any income or employment tax withholding required under the Code or any provision of applicable Law. The Surviving Entity shall pay the Charter Stock Option Price owed to each holder of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period). (b) Charter shall take all requisite action so that, as of days following the Effective Time, all Charter Stock Options the Merger Consideration in respect of each such NCC Deferred Share, subject to applicable tax withholding. All outstanding performance share awards with respect to shares of NCC common stock for the four-year performance period ending on December 31, 2018 (the “2015 Performance Share Awards”) shall, in accordance with the applicable NCC equity plan and any other Rightsaward agreements, contingent or accruedvest and be issued by NCC as soon as reasonably practicable after the following dates: (A) for time-based awards, December 31, 2018, and (B) for performance-based awards, the date of certification by the Compensation Committee of the NCC board of directors and confirmation by NCC’s independent public accountants, of the extent to which the performance criteria underlying such awards have been achieved, in accordance with the applicable award agreements, and in no event later than March 15, 2019. Such shares, to acquire or the extent that they become NCC Deferred Shares, shall be entitled to receive Charter Common Stock or benefits measured by the value of such sharesMerger Consideration in accordance with the preceding paragraph, and each award to the extent they are instead issued as shares of any kind consisting of Charter Common Stock NCC common stock and do not become NCC Deferred Shares, shall be included in the NCC common stock issued and outstanding immediately prior to the Effective Time and shall be entitled to receive the Merger Consideration in accordance with Section 3. In the event that may the Effective Time takes place prior to the certification described above, such 2015 Performance Share Awards shall be heldtreated in a manner identical to the 2016-2018 Performance Share Awards, awarded, outstanding, payable or reserved for issuance under the Charter Stock Plans, or otherwise, immediately as described below. Immediately prior to the Effective Time, whether or the outstanding performance share awards with respect to shares of NCC common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which are to be measured over a performance period that will not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a). (c) Effective immediately be completed prior to the Effective Time, each share of restricted stock of Charter outstanding immediately prior thereto Time (the “Charter Restricted Stock2016-2018 Performance Share Awards”) ), shall become fully vested vest as specified in the applicable award agreements (it being understood that the determination of the number of performance shares earned under the applicable award agreements, and the restrictions thereon shall lapseextent to which the performance goals have been achieved for the partial performance period, and shall be treated conclusively determined, in good faith, by the Compensation Committee of the NCC board of directors, in accordance with the change in control provisions in the applicable NCC equity plans and award agreements, as issued soon as reasonably practicable prior to the Closing, which determination shall be final and outstanding shares binding on the Parties). Each of Charter Common Stock the 2016-2018 Performance Share Awards shall be cancelled at the Effective Time in exchange for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Considerationreceive, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01. within ten (d10) Prior to days following the Effective Time, the board Merger Consideration in respect of directors each share of Charter (orNCC common stock underlying such 2016-2018 Performance Share Awards as determined pursuant to this Section, if appropriate, any committee thereof administering the Charter Stock Plans) shall adopt such resolutions or take such other actions, including obtaining any necessary consents or amendments subject to the applicable award agreements and equity plans, as may be required to effectuate the provisions of this Section 2.02tax withholding.

Stock-Based Awards. (ai) At Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under the Company Stock Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, all Rights be automatically cancelled and shall cease to exist, and shall become fully vested and converted into the right to receive at the Effective Time an amount in cash in U.S. dollars equal to the product of (A) the total number of shares of Company Common Stock subject to such Company Stock Option and (B) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash hereinafter referred to as the “Option Consideration”) less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax Law with respect to Charter the making of such payment. (ii) Each restricted share of Company Common Stock pursuant (each, a “Company Restricted Share”) granted under the Company Stock Plans, whether vested or unvested, that is outstanding immediately prior to stock options granted by Charter the Effective Time shall, as of the Effective Time, be automatically cancelled and shall cease to exist, and become fully vested and converted into the right to receive at the Effective Time an amount in cash in U.S. dollars equal to the amount of the Merger Consideration, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash hereinafter referred to as the “Charter Restricted Share Consideration”) less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax Law with respect to the making of such payment. (iii) Each restricted stock unit (each, a “Company Restricted Stock Unit”) granted under the Company Stock Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be automatically cancelled and shall cease to exist, and become fully vested and converted into the right to receive at the Effective Time an amount in cash in U.S. dollars equal to the amount of the Merger Consideration, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash hereinafter referred to as the “Restricted Stock Unit Consideration”) less such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax Law with respect to the making of such payment. (iv) Each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Company Common Stock granted under the Company Stock Plans or Company Benefit Plans (including phantom units, deferred stock units and dividend equivalents), all of which are set forth in Section 3.2(a) of the Company Disclosure Schedule, and other than Company Stock Options, Company Restricted Shares and Company Restricted Stock Units (each, other than Company Stock Options, Company Restricted Shares and Company Restricted Stock Units, a “Company Stock-Based Award”) ), whether vested or unvested, which are is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, cease to represent a right or not exercisableaward with respect to shares of Company Common Stock, shall be converted automatically cancelled and shall cease to exist, shall become fully vested and shall entitle the holder thereof to receive, at the Effective Time into an obligation of amount in cash equal to the Surviving Entity to pay (or cause to be paid) and a right of the applicable Charter Stock Option holder to receive, in full satisfaction of any Rights Merger Consideration in respect of the Charter Stock Options, each Share underlying a cash payment equal to the product obtained by multiplying (i) the number of shares of Charter Common Stock underlying such Person’s Charter Stock Options by (ii) $23.00 minus the particular Company Stock-Based Award less any applicable exercise price per share under or reference value with respect to such Charter Stock Options Company Stock-Based Award (the aggregate amount of such cash, together with the Option Consideration, the Restricted Share Consideration and the Restricted Stock Unit Consideration, hereinafter referred to as the “Charter Stock Option Priceand Stock-Based Consideration”), subject ) less such amounts as are required to any income be withheld or employment tax withholding required deducted under the Code or any provision of applicable Law. The Surviving Entity shall pay U.S. state or local Tax Law with respect to the Charter Stock Option Price owed to each holder making of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period)payment. (bv) Charter The Board of Directors of the Company or the Compensation Committee thereof, as appropriate, shall take all requisite action so thatmake such adjustments and amendments to or make such determinations with respect to Company Stock Options, Company Restricted Shares, Company Restricted Stock Units and Company Stock-Based Awards to (A) implement the foregoing provisions of this Section 5.5(a) and (B) terminate, as of the Effective Time, all Charter the Company Benefit Plans as to future grants of Company Stock Options Options, Company Restricted Shares, Company Restricted Stock Units and any other Rights, contingent or accrued, to acquire or receive Charter Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Charter Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Charter Stock Plans, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a)Company Stock-Based Awards. (c) Effective immediately prior to the Effective Time, each share of restricted stock of Charter outstanding immediately prior thereto (the “Charter Restricted Stock”) shall become fully vested and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Charter Common Stock for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Consideration, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01. (d) Prior to the Effective Time, the board of directors of Charter (or, if appropriate, any committee thereof administering the Charter Stock Plans) shall adopt such resolutions or take such other actions, including obtaining any necessary consents or amendments to the applicable award agreements and equity plans, as may be required to effectuate the provisions of this Section 2.02.

Stock-Based Awards. (a) At the Effective Time, all Rights with respect to Charter Common Stock pursuant to stock options granted by Charter (the “Charter Stock Options”) which are outstanding immediately prior to the Effective Time, whether or not exercisable, shall be converted at the Effective Time into an obligation of the Surviving Entity to pay (or cause to be paid) and a right of the applicable Charter Stock Option holder to receive, in full satisfaction of any Rights in respect of the Charter Stock Options, a cash payment equal to the product obtained by multiplying (i) the number of shares of Charter Common Stock underlying such Person’s Charter Stock Options by (ii) $23.00 minus the exercise price per share under such Charter Stock Options (the “Charter Stock Option Price”), subject to any income or employment tax withholding required under the Code or any provision of applicable Law. The Surviving Entity shall pay the Charter Stock Option Price owed to each holder of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period). (b) Charter shall take all requisite action so that, as of the Effective Time, all Charter Stock Options and any other Rights, contingent or accrued, to acquire or receive Charter Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Charter Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Charter Stock Plans, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a). (c) Effective immediately prior to the Effective Time, each share of restricted stock of Charter outstanding immediately prior thereto (the “Charter Restricted Stock”) shall become fully vested and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Charter Common Stock for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Consideration, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01. . (d) Prior to the Effective Time, the board of directors of Charter (or, if appropriate, any committee thereof administering the Charter Stock Plans) shall adopt such resolutions or take such other actions, including obtaining any necessary consents or amendments to the applicable award agreements and equity plans, as may be required to effectuate the provisions of this Section 2.02.

Stock-Based Awards. (a) At the Effective Time, all Rights each outstanding option to purchase shares of MOXY Common Stock or FSC Common Stock and each outstanding stock appreciation right and stock incentive unit with respect to Charter MOXY Common Stock pursuant to stock options or FSC Common Stock granted by Charter under any of MOXY's or FSC's incentive plans (the “Charter "Stock-Based Awards"), whether vested or unvested, shall be canceled, and, in substitution therefor, Parent shall issue an option to purchase Parent Common Stock Options”) which are outstanding immediately on the terms and conditions described herein (each such replacement option, a "Substitute Option"). Substitute Options shall be issued under a Parent incentive plan to be adopted at or prior to the Effective Time, whether or not exercisable, shall be converted at the Effective Time into an obligation of the Surviving Entity to pay (or cause to be paid) and a right of the applicable Charter Stock Option holder to receive, in full satisfaction of any Rights in respect of the Charter Stock Options, a cash payment equal to the product obtained by multiplying (i) the number of shares of Charter Common Stock underlying such Person’s Charter Stock Options by (ii) $23.00 minus the exercise price per share under such Charter Stock Options (the “Charter Stock Option Price”), subject to any income or employment tax withholding required under the Code or any provision of applicable Law. The Surviving Entity shall pay the Charter Stock Option Price owed to each holder of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period). (b) Charter shall take all requisite action so that, as The number of the Effective Time, all Charter Stock Options and any other Rights, contingent or accrued, to acquire or receive Charter shares of Parent Common Stock or benefits measured subject to each Substitute Option shall equal the number of shares subject to the original Stock-Based Award multiplied by the value of such sharesMOXY Conversion Ratio for each MOXY Stock-Based Award, and the FSC Conversion Ratio for each award FSC Stock-Based Award. The exercise price of any kind consisting each Substitute Option shall equal the exercise price of Charter Common Stock that may be held, awarded, outstanding, payable or reserved each original Stock-Based Award divided by the MOXY Conversion Ratio for issuance under each MOXY Stock-Based Award and the Charter Stock Plans, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a)FSC Conversion Ratio for each FSC Stock-Based Award. (c) Effective immediately prior to Each Substitute Option will have the Effective Time, each share same vesting schedule as that of restricted stock the related Stock-Based Award. Each Substitute Option will have the same term and substantially the same other conditions as that of Charter outstanding immediately prior thereto (the “Charter Restricted related Stock”) shall become fully vested and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Charter Common Stock for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Consideration, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01-Based Award. (d) Prior to the Effective Time, each of MOXY and FSC shall (i) use commercially reasonable efforts to obtain consents from holders of any Stock-Based Awards to the board of directors of Charter extent Parent determines such consents to be advisable and (or, if appropriate, ii) make any committee thereof administering the Charter Stock Plans) shall adopt such resolutions or take such other actions, including obtaining any necessary consents or amendments to the applicable award agreements terms of any of its incentive plans or arrangements, in each case as necessary to give effect to the transactions contemplated by this Section 1.08. (e) As soon as practicable after the Effective Time, Parent shall file with the Securities and equity plansExchange Commission (the "SEC") a registration statement on Form S-8 with respect to the shares of Parent Common Stock underlying the Substitute Options and shall use its reasonable best efforts to have such registration statement declared effective under the Securities Act of 1933, as may be required to effectuate amended, and the provisions of this Section 2.02rules and regulations promulgated thereunder (the "Securities Act").