Common use of Stock Incentive Plans Clause in Contracts

Stock Incentive Plans. (a) __Upon the consummation of the Offer, as and to the extent provided in the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding immediately prior to the consummation of the Offer, whether or not then exercisable, shall be canceled by the Company in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to (x) the excess of (1) the price per Share paid in the Offer over (2) the award price assigned to the phantom stock unit, multiplied by (y) the number of Shares subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined in accordance with the Company's Change of Control Plan) through the remainder of the term of each such Company Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "DSC Amount"); (iv) each share of contingent restricted stock issued under the Company's 1998 Long Term Incentive Plan (the "1998 LTIP") that is eligible for conversion upon achievement of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees in accordance with the 1998 LTIP; and (vi) each share of performance-based restricted stock outstanding immediately prior to the consummation of the Offer (including amounts issued under clauses (iv) and (v) of this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"). (b) Subject to Section 7.4(a) hereof, all Stock Incentive Plans shall terminate as of the Effective Time. Notwithstanding the foregoing, the Surviving Corporation shall continue to be obligated to pay the Net Amount, the SAR Amount, the DSC Amount and the Restricted Stock Amount. (c) All calculations required to be made pursuant to this Section 7.4 shall be made in accordance with Article IV of the Company's Change of Control Plan and the terms of the relevant Stock Incentive Plan. (d) The Company represents that Parent has taken all such actions as are necessary so that options to acquire Parent shares and DSCs with respect to Parent shares held by or credited to employees of the Company and its subsidiaries are not forfeited upon consummation of the Offer and remain outstanding for the duration of their terms.

Stock Incentive Plans. (ai) __Upon As of the Effective Time, each outstanding Weeks Stock Option shall be assumed by Duke and shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Weeks Stock Option (including, without limitation, vesting and exercisability but without regard to any provisions that would result in the acceleration of such vesting or exercisability due to the execution and delivery of this Agreement or the consummation of the Offertransactions contemplated by this Agreement), the same number of shares of Duke Common Stock as and the holder of such Weeks Stock Option would have been entitled to receive pursuant to the extent provided REIT Merger had such holder exercised such Weeks Stock Option in the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding full immediately prior to the consummation Effective Time at a price per share equal to the aggregate exercise price for the shares subject to such Weeks Stock Option divided by the number of full shares of Duke Common Stock deemed to be purchasable pursuant to such Weeks Stock Option; provided, however, that the Offernumber of shares of Duke Common -------- ------- Stock that may be purchased upon exercise of such Weeks Stock Option shall not include any fractional share but shall be rounded upward to the next whole number of shares, whether or not then exercisableif rounding up would disqualify an option as an incentive stock option, shall be canceled by rounded down to the Company in exchange nearest whole number and cash shall be paid to each affected optionee as compensation for an amount in cash, payable such fractional share based on the fair market value of Duke Common Stock at the time Effective Time. Shares of such cancellation, equal Duke Common Stock received pursuant to the product terms of (x) the number this Agreement, in consideration for shares of Shares Weeks Common Stock which have been held by Weeks executives and which are unvested and subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable forfeiture at the time of such cancellation, equal Effective Time pursuant to (x) the excess of (1) the price per Share paid in the Offer over (2) the a restricted stock award price assigned to the phantom stock unit, multiplied by (y) the number of Shares under a Weeks Stock Plan shall vest and be subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined forfeiture in accordance with the Company's Change of Control Plan) through the remainder terms of the term applicable restricted stock award of each such Company Weeks Common Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time absence of such cancellation, equal the transactions contemplated by this Agreement. Prior to the price per Share paid Effective Time, Weeks will use its commercially reasonable efforts to obtain any necessary consents and shall (to the extent permitted under the terms of the Weeks Stock Plans) make any amendments to and take any actions in the Offer (the "DSC Amount"); (iv) each share respect of contingent any Weeks Stock Plans, Weeks Stock Options or restricted stock issued under award to the Company's 1998 Long Term Incentive Plan extent such consents or amendments are necessary to give effect to the foregoing (including without limitation, the "1998 LTIP") that is eligible for conversion upon achievement elimination of any right to acceleration of exercisability or vesting as a result of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation completion of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees in accordance with the 1998 LTIP; and (vi) each share of performance-based restricted stock outstanding immediately prior to the consummation of the Offer (including amounts issued under clauses (iv) and (v) of transactions contemplated by this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"Agreement). (bii) Subject Each Duke Stock Option shall continue in accordance with its term and conditions, including, without limitation, vesting and exercisability without regard to Section 7.4(a) hereof, all Stock Incentive Plans shall terminate any acceleration of such vesting and exercisability as a result of the transactions contemplated by this Agreement. Prior to the Effective Time. Notwithstanding , Duke will use its best efforts to obtain any necessary consents and make any amendments to any Duke Stock Plans or Duke Weeks Stock Options to the extent such consents or amendments are necessary to give effect to the foregoing, the Surviving Corporation shall continue to be obligated to pay the Net Amount, the SAR Amount, the DSC Amount and the Restricted Stock Amount. (ciii) All calculations required At the Effective Time, Duke shall assume the Weeks Stock Plans (such Weeks Stock Plans having been amended as appropriate to be made pursuant to this take into account the adjustments set forth in Section 7.4 5.11(b)(i)), and the compensation committee of the Board of Directors of Duke shall administer the Weeks Stock Plans. At the Effective Time, the Weeks Stock Plans shall be made in accordance with Article IV of the Company's Change of Control Plan and the terms of the relevant Stock Incentive Planamended such that no further options shall be issued thereunder. (d) The Company represents that Parent has taken all such actions as are necessary so that options to acquire Parent shares and DSCs with respect to Parent shares held by or credited to employees of the Company and its subsidiaries are not forfeited upon consummation of the Offer and remain outstanding for the duration of their terms.

Stock Incentive Plans. Each holder (aeach an "OPTIONHOLDER") __Upon of a TriNet Stock Option shall have the consummation right, within 10 business days after receipt by such Optionholder of written notice from New Starwood of the Offer"MARKET PRICE" (as defined below) and subject to such rules and procedures (including, without limitation, any requirement that written forms be executed by each Optionholder) as and the Board of Directors of TriNet may establish in its sole discretion, to elect one of the following choices with respect to the extent provided in disposition of any such Optionholder's TriNet Stock Options held by the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding Optionholder immediately prior to the consummation Effective Time in connection with the Merger: (i) Each Optionholder (other than the members of the OfferBoard of Directors of TriNet, whether or each of whom agreed, subject to certain exceptions, not then exercisableto exercise his TriNet Stock Options pursuant to the terms and provisions of an Option Standstill Agreement) may elect to receive, with respect to any such Optionholder's TriNet Stock Options (each of which TriNet Stock Options shall be canceled by deemed to have become vested immediately prior to the Company Effective Time), cash in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of difference between (x) the number Market Price of Shares the shares of TriNet Common Stock subject to such Company TriNet Stock Option immediately prior to the consummation of the Offer Options and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company TriNet Stock Options, in which event, following receipt by such Optionholder of such cash amount, such Optionholder shall thereafter cease to have any right to purchase TriNet Common Stock or shares of New Starwood Common Stock in connection with the exercise of the TriNet Stock Options and all such TriNet Stock Options shall be cancelled and terminated; or (ii) Each Optionholder may elect, with respect to any of such Optionholder's outstanding TriNet Stock Options, that such TriNet Stock Option shall be assumed by Starwood and shall be deemed to constitute an option to acquire, on substantially the same terms and conditions as were applicable under such TriNet Stock Option (including, without limitation, as to vesting and exercisability, it being understood that in the "Net Amount"); case of an election under this clause (ii), (A) in the case of TriNet Stock Options held by Optionholders that are either members of the Board of Directors of TriNet on the date hereof or are persons listed in Section 5.11(b) of the TriNet Disclosure Letter (each phantom stock unit granted under the Company's Value Incentive Plan outstanding of whom is a party to an Agreement Regarding Change of Control with TriNet), such TriNet Stock Options shall accordingly vest immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to Effective Time and (xB) the excess of (1) the price per Share paid in the Offer over (2) the award price assigned to the phantom stock unitcase of TriNet Stock Options held by all other Optionholders, multiplied by (y) the number of Shares subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined in accordance with the Company's Change of Control Plan) through the remainder of the term of each such Company Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "DSC Amount"); (iv) each share of contingent restricted stock issued under the Company's 1998 Long Term Incentive Plan (the "1998 LTIP") that is eligible for conversion upon achievement of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees in accordance with the 1998 LTIP; and (vi) each share of performance-based restricted stock outstanding immediately prior to the consummation of the Offer (including amounts issued under clauses (iv) and (v) of this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"). (b) Subject to Section 7.4(a) hereof, all Stock Incentive Plans shall terminate as of the Effective Time. Notwithstanding notwithstanding the foregoing, the Surviving Corporation shall continue to be obligated to pay the Net Amount, the SAR Amount, the DSC Amount and the Restricted Stock Amount. (c) All calculations required to be made pursuant to this Section 7.4 no effect shall be made in accordance with Article IV of the Company's Change of Control Plan and given to any provisions governing the terms of such TriNet Stock Options that would result in the relevant acceleration of vesting of such TriNet Stock Incentive Plan. (d) The Company represents that Parent has taken all such actions as are necessary so that options to acquire Parent shares and DSCs with respect to Parent shares held by or credited to employees of the Company and its subsidiaries are not forfeited upon consummation of the Offer and remain outstanding for the duration of their terms.Options in connection

Stock Incentive Plans. All stock options granted under the Northern Trust Corporation Amended 1985 Incentive Stock Plan (athe “1985 ISP”), the Northern Trust Corporation 1992 Incentive Stock Plan (the “1992 ISP”), the Northern Trust Corporation Amended 1992 Incentive Stock Plan (the “1995 ISP”) __Upon and any other stock plan or program (collectively referred to as the consummation of “ISPs”), will immediately become fully vested and exercisable upon the Offer, as Change in Control. All restricted stock and stock units granted under the ISPs will immediately be fully vested upon the Change in Control and will be distributed in accordance with the distribution provisions set forth in the applicable stock plan agreements between the Company and the Executive. With respect to performance shares granted under the ISPs pursuant to the extent provided Northern Trust Corporation Long Term Incentive Plan (“LTIP”) or otherwise, upon the Change in the Company's Change of Control Plan Control: (i) each outstanding option all performance shares credited to purchase Shares Executive’s performance share account will be immediately distributed to Executive (a "Company Stock Option") heretofore granted under together with any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding immediately prior other amounts then credited to the consummation of the Offer, whether or not then exercisable, shall be canceled by the Company in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"Executive’s performance share account); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding a pro rata portion of all performance shares awarded to Executive but not then credited to Executive’s performance share account will be immediately prior distributed to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to (x) the excess of (1) the price per Share paid in the Offer over (2) the award price assigned to the phantom stock unit, multiplied by (y) the number of Shares subject to such unit (the "SAR Amount")Executive; and (iii) each dividend Executive will remain eligible for crediting to Executive’s performance share credit ("DSCs") accrued, credited or issued immediately prior to the consummation account as of the Offer in connection with a Company Stock Option or phantom stock unitend of the performance period, and each DSC that would have been accrued, credited or issued (as determined in accordance with the Company's Change of Control Plan) through the remainder provisions of the term of each such Company Stock Option or phantom stock unit, shall, whether or not vested, be canceled LTIP in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "DSC Amount"); (iv) each share of contingent restricted stock issued under the Company's 1998 Long Term Incentive Plan (the "1998 LTIP") that is eligible for conversion upon achievement of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved effect as of the consummation of the Offer (Change in Control, any remaining performance shares awarded to Executive but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees distributed in accordance with this paragraph. In addition, each other equity based award (including stock units issued under an ISP) shall become fully vested (and, to the 1998 LTIP; extent applicable, exercisable or distributable) upon a Change in Control (or upon a termination during a Period Pending a Change in Control under circumstances which entitle the Executive to payments and benefits hereunder). Notwithstanding anything to the contrary contained in an ISP or an option agreement issued pursuant to an ISP, following any termination of the Executive’s employment entitling him to benefits under this Section 1, (i) all outstanding non-qualified stock options granted to the Executive under an ISP and (viii) each share of performance-based restricted all outstanding incentive stock outstanding immediately prior options granted to the consummation Executive on or following September 25, 2001 shall remain outstanding and exercisable until the earlier of (a) the Offer (including amounts issued under clauses (iv) and (v) of this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time exercise of such cancellationoption by the Executive, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"). (b) Subject to Section 7.4(a) hereof, all Stock Incentive Plans shall terminate as the fifth anniversary of the Effective Time. Notwithstanding the foregoing, the Surviving Corporation shall continue to be obligated to pay the Net Amount, the SAR Amount, the DSC Amount and the Restricted Stock Amount. Executive’s Employment Termination or (c) All calculations required to be made pursuant to this Section 7.4 shall be made in accordance with Article IV the expiration date of the Company's Change of Control Plan and the terms of the relevant Stock Incentive Planoption term. (d) The Company represents that Parent has taken all such actions as are necessary so that options to acquire Parent shares and DSCs with respect to Parent shares held by or credited to employees of the Company and its subsidiaries are not forfeited upon consummation of the Offer and remain outstanding for the duration of their terms.

Stock Incentive Plans. Each holder (aeach an "Optionholder") __Upon of a TriNet Stock Option shall have the consummation right, within 10 business days after receipt by such Optionholder of written notice from New Starwood of the Offer"Market Price" (as defined below) and subject to such rules and procedures (including, without limitation, any requirement that written forms be executed by each Optionholder) as and the Board of Directors of TriNet may establish in its sole discretion, to elect one of the following choices with respect to the extent provided in disposition of any such Optionholder's TriNet Stock Options held by the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding Optionholder immediately prior to the consummation Effective Time in connection with the Merger: (i) Each Optionholder (other than the members of the OfferBoard of Directors of TriNet, whether or each of whom agreed, subject to certain exceptions, not then exercisableto exercise his TriNet Stock Options pursuant to the terms and provisions of an Option Standstill Agreement) may elect to receive, with respect to any such Optionholder's TriNet Stock Options (each of which TriNet Stock Options shall be canceled by deemed to have become vested immediately prior to the Company Effective Time), cash in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of difference between (x) the number Market Price of Shares the shares of TriNet Common Stock subject to such Company TriNet Stock Option immediately prior to the consummation of the Offer Options and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company TriNet Stock Options, in which event, following receipt by such Optionholder of such cash amount, such Optionholder shall thereafter cease to have any right to purchase TriNet Common Stock or shares of New Starwood Common Stock in connection with the exercise of the TriNet Stock Options and all such TriNet Stock Options shall be cancelled and terminated; or (ii) Each Optionholder may elect, with respect to any of such Optionholder's outstanding TriNet Stock Options, that such TriNet Stock Option shall be assumed by Starwood and shall be deemed to constitute an option to acquire, on substantially the same terms and conditions as were applicable under such TriNet Stock Option (including, without limitation, as to vesting and exercisability, it being understood that in the "Net Amount"); case of an election under this clause (ii), (A) in the case of TriNet Stock Options held by Optionholders that are either members of the Board of Directors of TriNet on the date hereof or are persons listed in Section 5.11(b) of the TriNet Disclosure Letter (each phantom stock unit granted under the Company's Value Incentive Plan outstanding of whom is a party to an Agreement Regarding Change of Control with TriNet), such TriNet Stock Options shall accordingly vest immediately prior to the consummation Effective Time and (B) in the case of TriNet Stock Options held by all other Optionholders, notwithstanding the foregoing, no effect shall be given to any provisions governing the terms of such TriNet Stock Options that would result in the acceleration of vesting of such TriNet Stock Options in connection with the execution and delivery of this Agreement or the completion of the Offer shallMerger), whether or not exercisablesubject to the requirements of Section 424(a) of the Code with respect to incentive stock options, be canceled in exchange for an amount in cash, payable at the time same number of shares of New Starwood Common Stock as a holder of such cancellation, equal TriNet Stock Option would have been entitled to (x) the excess of (1) the price per Share paid in the Offer over (2) the award price assigned receive pursuant to the phantom stock unit, multiplied by (y) the number of Shares subject to Merger had such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued holder exercised such TriNet Stock Option in full immediately prior to the consummation of the Offer in connection with Effective Time at a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined in accordance with the Company's Change of Control Plan) through the remainder of the term of each such Company Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, price per share equal to the aggregate exercise price per Share paid in for the Offer (shares subject to such TriNet Stock Option divided by the "DSC Amount"); (iv) each share number of contingent restricted stock issued under the Company's 1998 Long Term Incentive Plan (the "1998 LTIP") that is eligible for conversion upon achievement of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding full shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share New Starwood Common Stock deemed to be paid in purchasable pursuant to such TriNet Stock Option; provided, however, that the Offer, and the resulting number of shares of performance-based restricted stock Starwood Common Stock that may be purchased upon exercise of each such TriNet Stock Option shall not include any fractional share but shall be issued rounded upward to the Company's employees in accordance with the 1998 LTIP; and (vi) each share next whole number of performance-based restricted shares, or if rounding up would disqualify an option as an incentive stock outstanding immediately prior option, shall be rounded down to the consummation of the Offer (including amounts issued under clauses (iv) nearest whole number and (v) of this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"). (b) Subject to Section 7.4(a) hereof, all Stock Incentive Plans shall terminate as of the Effective Time. Notwithstanding the foregoing, the Surviving Corporation shall continue to be obligated to pay the Net Amount, the SAR Amount, the DSC Amount and the Restricted Stock Amount. (c) All calculations required to be made pursuant to this Section 7.4 cash shall be made in accordance with Article IV of the Company's Change of Control Plan and the terms of the relevant Stock Incentive Plan. (d) The Company represents that Parent has taken all such actions as are necessary so that options paid to acquire Parent shares and DSCs with respect to Parent shares held by or credited to employees of the Company and its subsidiaries are not forfeited upon consummation of the Offer and remain outstanding for the duration of their terms.each affected optionee as