Common use of Stock Options and Equity Awards Clause in Contracts

Stock Options and Equity Awards. (1) The Board of Directors of the Company (the "Company Board"), or the appropriate committee thereof, shall take such action as is necessary so that at the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "Company Stock Option") granted under the Company Stock Plans, whether or not vested, shall cease to represent a right to acquire shares of Company Common Stock, and shall thereafter constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option pursuant to the relevant Company Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, the number (rounded to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (y) two times the Exchange Ratio. The exercise price or base price per share of Parent Common Stock subject to any such Company Stock Option at and after the Effective Time shall be an amount (rounded to the nearest one hundredth of a cent) equal to (A) the exercise price or base price per share of Company Common Stock subject to such Company Stock Option prior to the Effective Time divided by (B) two times the Exchange Ratio. The parties acknowledge that as of the Effective Time, all Company Stock Options granted under the 2002 Employee and Director Stock Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan, the 2000 Employee Stock Incentive Plan, the 1996 Employee Stock Incentive Plan, the 1992 Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, shall vest in full and shall remain exercisable in accordance with the terms of the applicable plan documents and award agreements for each such Company Stock Option. The parties will make good faith efforts to make equitable adjustments to ensure that the conversions of Company Stock Options contemplated by this Section 2.02(b)(1) comply with Section 409A of the Code.

Stock Options and Equity Awards. (1a) The Board of Directors of the Company (the "Company Board"), or the appropriate committee thereof, shall take such action as is necessary so that at At the Effective Time, each outstanding employee or director option to purchase shares of Company Common Stock (a "Company Stock Option") granted under the Company's plans or agreements pursuant to which Company Stock Options or other stock-based awards of the Company have been or may be granted (collectively, the "Company Stock Plans"), whether vested or not vested, shall cease to represent a right to acquire shares of Company Common Stock, be deemed assumed by Parent. At and shall thereafter constitute an option to acquire, on after the same terms and conditions as were applicable to such Effective Time (1) each Company Stock Option pursuant then outstanding shall entitle the holder thereof to the relevant Company Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (y) two times the Exchange Ratio. The , and (2) the exercise price or base price per share of Parent Common Stock subject to any such Company Stock Option at and after the Effective Time shall be an amount (rounded down to the nearest one one-hundredth of a cent) equal to (Ax) the exercise price or base price per share of Company Common Stock subject to such Company Stock Option prior to the Effective Time Time, divided by (By) two times the Exchange Ratio. The parties acknowledge that Other than as provided above, as of and after the Effective Time, all each Company Stock Options granted Option shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger. Prior to the approval of the Merger by the shareholders of the Company, the Company shall take all actions necessary to cause all restricted shares, restricted stock units and any other stock-based awards outstanding under the 2002 Employee Company Stock Plans and Director Stock Incentive Plan, the 1998 Honeywell Non-Employee Directors' Directors Fee and Stock Option PlanUnit Plan which would otherwise be settled in cash to be settled in shares of Parent Common Stock (with, in the 2000 Employee case of restricted stock units, each such unit representing one share of Company Common Stock Incentive Planand with the number of shares of Parent Common Stock to be issued reflecting the Exchange Ratio). To the extent that any such award of restricted shares, restricted stock units or other stock-based award does not become fully vested and free of restrictions in connection with the 1996 Employee transactions contemplated hereby, such award shall be converted into a similar award for that number of shares of Parent Common Stock Incentive Planequal to the product of (1) the number of shares of Company Common Stock subject to the portion of such award which had not become fully vested and free of restrictions and (2) the Exchange Ratio, the 1992 Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, shall vest in full and shall otherwise remain exercisable in accordance with subject to the terms and conditions in effect immediately prior to the Effective Time (it being understood that any performance criteria to which such award remains subject may be equitably adjusted by the Management Development and Compensation Committee of Parent Board (taking into account the recommendation of the applicable plan documents and award agreements for each such Company Stock Option. The parties will make good faith efforts to make equitable adjustments to ensure that the conversions of Company Stock Options contemplated by this Section 2.02(b)(1) comply with Section 409A Personnel Committee of the CodeCompany Board) to reflect the consummation of the Merger).

Stock Options and Equity Awards. (1a) The Board of Directors of the Company (the "Company Board"), or the appropriate committee thereof, shall take such action as is necessary so that at the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "“Company Stock Option"”) granted under the Company Stock Plans, whether or not vested, shall cease to represent a right to acquire shares of Company Common Stock, Stock and shall thereafter constitute an a fully vested option (a “Converted Cal Dive Option”) to acquire, acquire (on the same terms and conditions as were applicable to such Company Stock Option pursuant to the relevant Company Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, each as amended by this Section 2.3) the number (rounded down to the nearest whole number) of shares of Parent Cal Dive Common Stock determined by multiplying (xA) the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time by (yB) two times the Stock Award Exchange Ratio. The exercise price or base price per share of Parent Cal Dive Common Stock subject to any such Company Stock Converted Cal Dive Option at and after the Effective Time shall be an amount (rounded up to the nearest one hundredth of a cent) equal to (A) the exercise price or base price per share of Company Common Stock subject to at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by (B) two times the Stock Award Exchange Ratio. The parties acknowledge that Notwithstanding the foregoing, any Company Stock Option which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Prior to the Effective Time, the Company shall make any amendments to the terms of the Company Stock Plans and underlying agreements as are necessary to give effect to the transactions contemplated by this Section 2.3(a), including amending each agreement evidencing a Converted Cal Dive Option to provide that, as of the Effective Time, all any reference to the Company shall be deemed a reference to Cal Dive and any reference to Company Common Stock Options granted under the 2002 Employee and Director Stock Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan, the 2000 Employee Stock Incentive Plan, the 1996 Employee Stock Incentive Plan, the 1992 Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, shall vest in full and shall remain exercisable in accordance with the terms of the applicable plan documents and award agreements for each such Company Stock Option. The parties will make good faith efforts be deemed a reference to make equitable adjustments to ensure that the conversions of Company Stock Options contemplated by this Section 2.02(b)(1) comply with Section 409A of the CodeCal Dive Common Stock.

Stock Options and Equity Awards. (1) The Board of Directors of the Company (the "Company BoardCOMPANY BOARD"), or the appropriate committee thereof, shall take such action as is necessary so that at the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "Company Stock OptionCOMPANY STOCK OPTION") granted under the Company Stock Plans, whether or not vested, shall cease to represent a right to acquire shares of Company Common Stock, and shall thereafter constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option pursuant to the relevant Company Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, the number (rounded to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (y) two times the Exchange Ratio. The exercise price or base price per share of Parent Common Stock subject to any such Company Stock Option at and after the Effective Time shall be an amount (rounded to the nearest one hundredth of a cent) equal to (A) the exercise price or base price per share of Company Common Stock subject to such Company Stock Option prior to the Effective Time divided by (B) two times the Exchange Ratio. The parties acknowledge that as of the Effective Time, all Company Stock Options granted under the 2002 Employee and Director Stock Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan, the 2000 Employee Stock Incentive Plan, the 1996 Employee Stock Incentive Plan, the 1992 Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, shall vest in full and shall remain exercisable in accordance with the terms of the applicable plan documents and award agreements for each such Company Stock Option. The parties will make good faith efforts to make equitable adjustments to ensure that the conversions of Company Stock Options contemplated by this Section 2.02(b)(1) comply with Section 409A of the Code.

Stock Options and Equity Awards. (1a) The Board of Directors of the Company (the "Company Board"), or the appropriate committee thereof, Burlington shall take such action as is necessary so that at the Effective Time, each outstanding option to purchase shares of Company Burlington Common Stock (a "Company Burlington Stock Option") granted under the Company Burlington Stock Plans, whether or not vested, shall cease to represent a right to acquire shares of Company Burlington Common Stock, Stock and shall thereafter constitute an a fully vested option (a "Converted ConocoPhillips Option") to acquire, acquire (on the same terms and conditions as were applicable to such Company Burlington Stock Option pursuant to the relevant Company Burlington Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, ) the number (rounded down to the nearest whole number) of shares of Parent ConocoPhillips Common Stock determined by multiplying (xA) the number of shares of Company Burlington Common Stock subject to such Company Burlington Stock Option immediately prior to the Effective Time by (yB) two times the Stock Award Exchange Ratio. The exercise price or base price per share of Parent ConocoPhillips Common Stock subject to any such Company Stock Converted ConocoPhillips Option at and after the Effective Time shall be an amount (rounded up to the nearest one hundredth of a cent) equal to (A) the exercise price or base price per share of Company Burlington Common Stock subject to such Company Burlington Stock Option immediately prior to the Effective Time divided by (B) two times the Stock Award Exchange Ratio. The parties acknowledge that Notwithstanding the foregoing, any Burlington Stock Option which is an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Prior to the Effective Time, all Company Stock Options granted under the 2002 Employee and Director Stock Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan, the 2000 Employee Stock Incentive Plan, the 1996 Employee Stock Incentive Plan, the 1992 Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, Burlington shall vest in full and shall remain exercisable in accordance with make any amendments to the terms of the applicable plan documents and award agreements for each such Company Burlington Stock Option. The parties will make good faith efforts Plans as are necessary to make equitable adjustments give effect to ensure that the conversions of Company Stock Options transactions contemplated by this Section 2.02(b)(13.3(a). For purposes of this Section 3.3(a), the "Stock Award Exchange Ratio" shall mean the sum of (i) comply with Section 409A the Exchange Ratio plus (ii) the fraction resulting from dividing the Per Share Cash Amount by the closing price per share of the CodeConocoPhillips Common Stock on the NYSE on the last trading day immediately preceding the Closing Date.

Stock Options and Equity Awards. (1a) The Board of Directors Subject to the terms of the Company (the "Company Board")benefit awards described in this Section 1.4 and plans related thereto, or the appropriate committee thereof, shall take such action as is necessary so that at the Effective Time, each outstanding employee or director option to purchase shares of Company TRW Common Stock (a "Company “TRW Stock Option"”) granted under TRW’s plans, agreements or arrangements pursuant to which TRW Stock Options, TRW SARs or TRW Awards (as defined below) have been or may be granted (collectively, the Company “TRW Stock Plans, whether or not vested, ”) shall cease to represent a right be deemed assumed by Parent. At and after the Effective Time (1) each TRW Stock Option then outstanding shall entitle the holder thereof to acquire shares of Company Common Stock, and shall thereafter constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option pursuant to the relevant Company Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, the number (rounded up to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Company TRW Common Stock subject to such Company TRW Stock Option immediately prior to the Effective Time by (y) two times the Exchange Ratio. The Rate, and (2) the exercise price or base price per share of Parent Common Stock subject to any such Company TRW Stock Option at and after the Effective Time shall be an amount (rounded up to the nearest one one-hundredth of a cent) equal to (Ax) the exercise price or base price per share of Company TRW Common Stock subject to such Company TRW Stock Option prior to the Effective Time Time, divided by (By) two times the Exchange RatioRate. The parties acknowledge Other than as provided above, as of and after the Effective Time, each TRW Stock Option shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time; provided, however, that each TRW Stock Option shall become fully vested and exercisable as of the Effective Time to the extent that it is not then fully vested and exercisable. Subject to Section 1.4(f), TRW shall provide the holders of TRW Stock Options the opportunity to elect, before the Effective Time, all Company to have their TRW Stock Options granted under cancelled in exchange for an amount of cash, net of any amount withheld pursuant to Section 1.7 to satisfy any tax withholding obligations, equal to (i) the 2002 Employee and Director TRW Trading Price multiplied by the number of shares of TRW Common Stock Incentive Plansubject to all of such holder’s TRW Stock Option(s) exceeds (ii) the aggregate exercise price for all such shares of TRW Common Stock subject to such holder’s TRW Stock Options. For purposes hereof, the 1998 Non-Employee Directors' Stock Option Plan, the 2000 Employee Stock Incentive Plan, the 1996 Employee Stock Incentive Plan, the 1992 Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, shall vest in full and shall remain exercisable in accordance with the terms of the applicable plan documents and award agreements for each such Company Stock Option. The parties will make good faith efforts to make equitable adjustments to ensure that the conversions of Company Stock Options contemplated by this Section 2.02(b)(1) comply with Section 409A of the Code.“

Stock Options and Equity Awards. (1a) The Board of Directors of the Company (the "Company Board"), or the appropriate committee thereof, shall take such action as is necessary so that at At the Effective Time, each outstanding employee or director option to purchase shares of Company Honeywell Common Stock (a "Company Honeywell Stock Option") granted under Honeywell's plans or agreements pursuant to which Honeywell Stock Options or other stock-based awards of Honeywell have been or may be granted (collectively, the Company "Honeywell Stock Plans"), whether vested or not vested, shall cease to represent a right be deemed assumed by Parent. At and after the Effective Time (1) each Honeywell Stock Option then outstanding shall entitle the holder thereof to acquire shares of Company Common Stock, and shall thereafter constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option pursuant to the relevant Company Stock Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time, the number (rounded up to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Company Honeywell Common Stock subject to such Company Honeywell Stock Option immediately prior to the Effective Time by (y) two times the Exchange Ratio. The , and (2) the exercise price or base price per share of Parent Common Stock subject to any such Company Honeywell Stock Option at and after the Effective Time shall be an amount (rounded up to the nearest one one-hundredth of a cent) equal to (Ax) the exercise price or base price per share of Company Honeywell Common Stock subject to such Company Honeywell Stock Option prior to the Effective Time Time, divided by (By) two times the Exchange Ratio. The parties acknowledge that Other than as provided above, as of and after the Effective Time, all Company Stock Options granted under the 2002 Employee and Director Stock Incentive Plan, the 1998 Non-Employee Directors' each Honeywell Stock Option Planshall be subject to the same terms and conditions as in effect immediately prior to the Effective Time. Notwithstanding the foregoing, the 2000 Employee Stock Incentive Plan, the 1996 Employee Stock Incentive Plan, the 1992 any adjustment to a Honeywell Stock Option Plan for Executives and Key Employees and the 1989 Stock Option Plan for Non-Employee Directors, if unvested, which is an "incentive stock option" shall vest be made in full and shall remain exercisable in accordance with the terms of the applicable plan documents and award agreements for each such Company Stock Option. The parties will make good faith efforts to make equitable adjustments to ensure that the conversions of Company Stock Options contemplated by this Section 2.02(b)(1) comply a manner consistent with Section 409A 424(a) of the Code. Prior to the date hereof, Honeywell has taken all actions necessary to cause holders of restricted shares, restricted stock units and any other stock-based awards outstanding under Honeywell Stock Plans, which would otherwise be settled in cash, to receive a settlement of any such awards in shares of Parent Common Stock (with, in the case of restricted stock units, each such unit representing one share of Honeywell Common Stock and with the number of shares of Parent Common Stock to be issued reflecting the Exchange Ratio). The holder of a restricted stock unit to be settled in shares of Parent Common Stock shall receive within ninety days following the Closing Date, a number of shares of Parent Common Stock equal to (i) the cash value of such restricted stock unit based upon the "Merger Price Per Share" (as defined in the applicable Honeywell Stock Plan), divided by (ii) the closing price per share of Parent Common Stock on the Closing Date. All fractional shares of Parent Common Stock shall be paid in cash.