Common use of Stock Options and Other Equity-Based Awards Clause in Contracts

Stock Options and Other Equity-Based Awards. (a) Each option to purchase Shares (an “Option”) granted under the Company’s 2005 Stock Plan or the Company’s 2007 Equity Incentive Plan (together with the Company’s 2005 Stock Plan, the “Equity Plans”), or an Assumed Subsidiary Equity Plan and outstanding immediately before the Effective Time, shall at the Effective Time (i) in the case of an Option that is vested as of the Effective Time (including an Option that will become vested solely as a result of the Merger), be cancelled, and the holder of each such Option shall be entitled to receive from the Company, as of the Effective Time and with respect to each such Option, cash, without interest, equal to the product of (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (B) the number of Shares covered by such Option (the aggregate amount of such cash, the “Option Consideration”), with such payment to be subject to any applicable Tax withholding (in accordance with Section 3.2(i)), and (ii) in the case of an Option that is not vested as of the Effective Time (other than an Option that will become vested solely as a result of the Merger) be converted into an option (a “Substitute Option”) to purchase the number of shares of Parent Common Stock (decreased to the nearest full share) determined by multiplying (A) the number of Shares covered by such Option, by (B) the Equity Award Ratio, and the exercise price per share of such Substitute Option shall be determined by dividing the exercise price per share of such Option by the Equity Award Ratio (increased to the nearest cent). After the Effective Time, except as provided in this Section 3.3(a), each Substitute Option shall be exercisable upon the same terms and conditions as were applicable under the Option immediately prior to the Effective Time, subject to any acceleration, lapse or other vesting occurring by operation of the Merger (either alone or in connection with any other event). (b) Each restricted stock unit award with respect to a Share (an “RSU”) granted under the Equity Plans and outstanding immediately before the Effective Time shall be adjusted and converted into a restricted stock unit (a “Substitute RSU”) with respect to a number of shares of Parent Common Stock determined by multiplying the number of Shares subject to such RSU by the Equity Award Ratio. After the Effective Time, except as provided in this Section 3.3(b), each Substitute RSU shall be subject to the terms of such RSU effective immediately prior to the Effective Time, subject to any payment, calculation, acceleration, lapse, vesting or other impact occurring by operation of the Merger (either alone or in connection with any other event); provided, however, that any RSU that becomes vested solely as a result of the Merger shall be settled at the Effective Time for an amount of cash equal to the product of the Merger Consideration and the number of Shares subject to such RSU, subject to any applicable Tax withholding (in accordance with Section 3.2(i)). (c) Each Warrant shall at the Effective Time be cancelled and the holder of each Warrant shall be entitled to receive from the Company, as of the Effective Time, cash, without interest, in an amount equal to (i) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the Merger Consideration minus (ii) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the per share exercise price of such Warrants immediately prior to the Effective Time. All amounts payable in respect of such Warrants pursuant to this Section 3.3(c) shall be subject to any applicable withholding of Taxes (in accordance with Section 3.2(i)). (d) Prior to the Effective Time, and subject to Section 3.3(d) of the Company Disclosure Schedule, the Company shall use its reasonable best efforts to take all such actions, in consultation with Parent, as may be required to effectuate the provisions of this Section 3.3. Other than with respect to Options described in clause (ii) of the first sentence of Section 3.3(a) and RSUs not described in the proviso in the last sentence of Section 3.3(b), no later than the Effective Time, Parent shall provide to the Surviving Corporation or the Paying Agent all funds necessary to fulfill the obligations under this Section 3.3. (e) At or promptly following the Effective Time, Parent shall deliver to the holders of Substitute Options and Substitute RSUs appropriate notices setting forth such holders’ rights pursuant to the respective Substitute Options and Substitute RSUs, including, in addition to the same terms and conditions that applied to such awards prior to the substitution (subject to the adjustments required by this Section 3.3 after giving effect to the Merger). Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to the Substitute Options and Substitute RSUs and (ii) as soon as practicable following the date of this Agreement (and in any event no later than the Effective Time), prepare and file with the SEC and use its reasonable best efforts to have declared effective immediately prior to the Effective Time a registration statement on Form S-8 registering a number of shares of Parent Common Stock necessary to fulfill Parent’s obligations under this Section 3.3 and covering the exercise of the Substitute Options or settlement of the Substitute RSUs. Such registration statement shall be kept effective (and the current status of the prospectus required thereby shall be maintained) for at least as long as Substitute Options and Substitute RSUs remain outstanding.

Stock Options and Other Equity-Based Awards. (a) Each Except as set forth in Section 3.3(a) of the Company Disclosure Schedule, each option to purchase Shares (an “Option”) granted under the Company’s 2005 1998 Stock Plan or Incentive Plan, the Company’s 2007 2004 Equity Incentive Plan, the Israeli Equity Plan and the Company’s 2006 Equity Incentive Plan (together with the Company’s 2005 Stock Plancollectively, the “Equity Plans”), or an Assumed Subsidiary Equity Plan and options to purchase Shares granted outside a plan and outstanding immediately before at the Effective Time, whether or not vested or exercisable (any such option, whether granted under an Equity Plan or otherwise, a “Company Option”), shall at the Effective Time (i) in the case of an Option that is vested as of the Effective Time (including an Option that will become vested solely as a result of the Merger), be cancelled, and the holder of each such Company Option shall be entitled to receive from the Company, as of the Effective Time and with respect to each such Company Option, cash, without interest, equal to the product of (Aa) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option, multiplied by (Bb) the number of Shares covered by such Company Option (the aggregate amount of such cash, the “Option Consideration”), with such payment to be subject to any applicable Tax withholding (in accordance with Section Sections 3.2(i) and (j)). For clarity, and (ii) no Option Consideration shall be payable in the case respect of Company Options with an Option that is not vested as of the Effective Time (other than an Option that will become vested solely as a result of the Merger) be converted into an option (a “Substitute Option”) to purchase the number of shares of Parent Common Stock (decreased to the nearest full share) determined by multiplying (A) the number of Shares covered by such Option, by (B) the Equity Award Ratio, and the exercise price per share in excess of such Substitute the Merger Consideration. Prior to the Initial Expiration Time and subject to the foregoing, the Company shall take all steps requested by Parent to ensure that no holder of any Company Option shall be determined by dividing have the exercise price per share right to acquire any of such Option by the Equity Award Ratio Surviving Corporation’s equity securities (increased to the nearest cent). After or other interests in respect thereof) at any time following the Effective Time, except as provided in this Section 3.3(a), each Substitute Option shall be exercisable upon the same terms and conditions as were applicable under the Option immediately prior to the Effective Time, subject to any acceleration, lapse or other vesting occurring by operation of the Merger (either alone or in connection with any other event). (b) Each Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (i) restrictions on each restricted stock unit award with respect to a Share (an “RSU”) granted under the Equity Plans and outstanding immediately before the Effective Time (each, a “Restricted Stock Award”) shall lapse as of the Effective Time and such Restricted Stock Award shall be adjusted treated in the same manner as other Shares under Section 3.1, subject to applicable Tax withholding and converted into a (ii) each restricted stock unit (a “Substitute RSU”) award with respect to a number of shares of Parent Common Stock determined by multiplying the number of Shares subject to such RSU by Share granted under the Equity Award Ratio. After Plans and outstanding immediately before the Effective TimeTime (each, except as provided in this Section 3.3(b), each Substitute RSU a “Company RSU”) shall be subject canceled, with the holder of each such Company RSU becoming entitled to receive the terms of such RSU effective immediately prior to the Effective TimeMerger Consideration, subject to any payment, calculation, acceleration, lapse, vesting or other impact occurring by operation of the Merger (either alone or in connection with any other event); provided, however, that any RSU that becomes vested solely as a result of the Merger shall be settled at the Effective Time for an amount of cash equal to the product of the Merger Consideration and the number of Shares subject to such RSU, subject to any applicable Tax withholding (in accordance with Section 3.2(i))withholding. (c) Each Warrant shall Notwithstanding subsections (a) and (b) above, except as set forth in Section 3.3(c) of the Company Disclosure Schedule, with respect to holders of Company Options, Restricted Stock Awards or Company RSUs held in trust under the Israeli Equity Plan at the Effective Time Time, the Option Consideration or the Merger Consideration with respect to such Company Options, Restricted Stock Awards or Company RSUs shall be cancelled paid directly to the Israeli Equity Plan trustee (the “Trustee”). The Trustee shall, and the Company shall cause the Trustee to, deduct from each payment of Option Consideration or Merger Consideration (as the case may be) the applicable withholding Tax at the maximum rate required under Israeli Law and to transfer such amount to the ITA, unless the Trustee shall have received, at least one (1) Business Day prior to the last day on which the amounts so withheld must be transferred to the ITA, either (i) the Israeli Tax Ruling in a form sufficient, under applicable Law, to the Trustee’s satisfaction, to establish that withholding is not required or that a lower withholding rate applies; provided that the terms and conditioned of the Israeli Tax Ruling are met, or (ii) certificates or forms issued by the ITA with respect to any or all holders of a Company Option, as are sufficient, under applicable Law, to the Trustee’s satisfaction, to establish that withholding is not required or that a lower withholding rate applies, in which case, the Trustee shall withhold, in lieu of the maximum rate referred to above, such amounts as are consistent with such Israeli Tax Ruling, certificates or forms. To the extent that amounts are so withheld and paid over to the ITA, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Options, Restricted Stock Awards or Company RSUs in respect of which such deduction and withholding was made by the Trustee. (d) Prior to the Initial Expiration Time, the Company shall use its reasonable efforts to obtain an acknowledgment from each Warrant holder of the Warrants listed on Schedule 3.3(d) of the Company Disclosure Schedule which shall be entitled to receive from provide for the Company, cancellation of all such Warrants as of the Effective Time in return for a cash payment to each such holder (promptly following the Effective Time, cash, without interest, ) in an amount equal to (i) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the Merger Consideration minus (ii) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the per share exercise price of such Warrants immediately prior to the Effective TimeTime (provided that if the foregoing calculation results in a negative number, the cash payment shall be $0). All amounts payable in respect of such Warrants pursuant to this Section 3.3(c3.3(d) shall be subject to any applicable required withholding of Taxes and shall be paid without interest. Prior to the Initial Expiration Time and subject to the foregoing, the Company shall take all steps necessary to ensure that no holder of Warrants shall have the right to acquire any of the Surviving Corporation’s equity securities (or other interests in accordance with Section 3.2(i))respect thereof) at any time following the Effective Time. (de) Prior to the Effective Time, and subject to Section 3.3(d) of the Company Disclosure Schedule, the Company shall use its reasonable best efforts to take all such actions, in consultation with Parent, actions as may be required to effectuate the provisions of this Section 3.3. Other 3.3 and to cause the Equity Plans and all rights thereunder (other than with respect the right to Options described in clause (iithe Option Consideration and Merger Consideration as provided herein) to be terminated effective as of the first sentence of Section 3.3(a) and RSUs not described in the proviso in the last sentence of Section 3.3(b), no later than Effective Time. After the Effective Time, Parent shall provide to the Surviving Corporation or the Paying Agent all funds necessary to fulfill the obligations under this Section 3.3. (e) At or promptly following the Effective Time, Parent shall deliver to the holders of Substitute Options and Substitute RSUs appropriate notices setting forth such holders’ rights pursuant to the respective Substitute Options and Substitute RSUs, including, in addition to the same terms and conditions that applied to such awards prior to the substitution (subject to the adjustments required by this Section 3.3 after giving effect to the Merger). Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to the Substitute Options and Substitute RSUs and (ii) as soon as practicable following the date of this Agreement (and in any event no later than the Effective Time), prepare and file with the SEC and use its reasonable best efforts to have declared effective immediately prior to the Effective Time a registration statement on Form S-8 registering a number of shares of Parent Common Stock necessary to fulfill Parent’s obligations under this Section 3.3 and covering the exercise of the Substitute Options or settlement of the Substitute RSUs. Such registration statement shall be kept effective (and the current status of the prospectus required thereby shall be maintained) for at least as long as Substitute Options and Substitute RSUs remain outstanding.

Stock Options and Other Equity-Based Awards. (a) Each option to purchase Shares (an “Option”) outstanding option, whether or not vested or exercisable, granted under the Company’s 2005 Stock Plan or the Company’s 2007 Equity Incentive Plan Plans (together with the Company’s 2005 Stock Planeach, the a “Equity PlansCompany Option”), or an Assumed Subsidiary Equity Plan and outstanding immediately before the Effective Time, shall at the Effective Time (i) in the case of an Option that is vested as of the Effective Time (including an Option that will become vested solely as a result of the Merger), be cancelled, and the holder of each such Option shall be entitled cancelled and converted into a right to receive from the Company, as of the Effective Time and with respect to each such Option, cash, without interest, a cash payment equal to the product of (Ai) the excess, if any, of the Merger Consideration over the exercise price per share of each such Company Option, multiplied by (Bii) the number of Shares shares of Common Stock covered by such holder’s Company Option (the aggregate amount of such cash, the “Option ConsiderationPayment”), with such payment to be subject to any applicable Tax withholding (in accordance with Section 3.2(i)), and (ii) in the case of an Option that is not vested as of the Effective Time (other than an Option that will become vested solely as a result of the Merger) be converted into an option (a “Substitute Option”) withholding. Prior to purchase the number of shares of Parent Common Stock (decreased to the nearest full share) determined by multiplying (A) the number of Shares covered by such Option, by (B) the Equity Award Ratio, and the exercise price per share of such Substitute Option shall be determined by dividing the exercise price per share of such Option by the Equity Award Ratio (increased to the nearest cent). After the Effective Time, except as provided in this Section 3.3(a), each Substitute Option the committee of the Company’s board of directors responsible for administering the Equity Plans shall be exercisable upon the same terms and conditions as were applicable have exercised its interpretive authority under the applicable adjustment provisions of the applicable Equity Plan to provide for the foregoing. Notwithstanding the foregoing, the Company shall use its reasonable best efforts to obtain the consent of each holder of a Company Option to the cancellation of such holder’s Company Options in exchange for the Option Payment and such option holder’s acknowledgement that, upon receipt of the Option Payment, such holder will no longer have any rights with respect to any Company Option. (b) Not later than immediately prior to the Effective Time, subject the Company shall take all such actions as may be required to any acceleration, lapse or other vesting occurring by operation of the Merger (either alone or in connection with any other event). (b) Each cause each restricted stock unit award with respect to a Share (an “RSU”) granted under the Equity Plans and outstanding immediately before the Effective Time (each, a “Restricted Stock Award”), to fully vest as of the Effective Time and such Restricted Stock Award shall be adjusted cancelled and converted into a restricted stock the right to receive the Merger Consideration in the same manner as shares of Common Stock under Section 3.1, with such payment to be subject to applicable Tax withholding. (c) Each outstanding performance share award or performance unit award granted under the Equity Plans (each a “Substitute RSUPerformance Share Award”) with respect shall be cancelled effective as of the Effective Time in exchange for a cash payment to a number of shares of Parent Common Stock determined by multiplying the number of Shares subject to such RSU be made by the Equity Company to the holder of each Performance Share Award Ratio. After as of the Effective Time, except as provided in this Section 3.3(b), . The cash payment payable to each Substitute RSU holder of a Performance Share Award shall be subject to the terms of such RSU effective immediately prior to the Effective Time, subject to any payment, calculation, acceleration, lapse, vesting or other impact occurring by operation of the Merger (either alone or in connection with any other event); provided, however, that any RSU that becomes vested solely as a result of the Merger shall be settled at the Effective Time for an amount of cash equal to the product of the Merger Consideration and the number of Shares subject to such RSU, subject to any applicable Tax withholding (in accordance with Section 3.2(i)). (c) Each Warrant shall at the Effective Time be cancelled and the holder of each Warrant shall be entitled to receive from the Company, as of the Effective Time, cash, without interest, in an amount equal to (i) the product Merger Consideration and (ii) that number of shares determined as the sum of (Ax) with respect to any completed calendar year(s) or other measuring period(s) for a Performance Share Award, the number of Shares subject shares notionally or conditionally vested by the Company for the portion of the holder’s Performance Share Award related to such year(s) or period(s) plus (y) with respect to any calendar year(s) or other measuring period(s) for which the Warrants Company has not allocated a notional or conditional number of such holder shares (including the current and (B) the Merger Consideration minus (ii) the product of (A) future years), the number of Shares shares determined as if one hundred percent (100%) of any performance targets or goals were achieved during such year(s) or period(s) and assuming satisfaction of all other conditions for receiving the target amount with respect to all such awards had been met (the “Performance Award Consideration”), with such payment to be subject to applicable Tax withholding. Except as otherwise required under the Warrants terms of such holder and (B) the per share exercise price applicable award or as necessary to avoid the imposition of such Warrants immediately prior any additional taxes or penalties on any Performance Award Consideration pursuant to Section 409A of the Effective Time. All Code, all amounts payable in respect of such Warrants pursuant to this Section 3.3(c) shall be subject to any applicable withholding of Taxes (in accordance with Section 3.2(i))paid as promptly as practicable following the Effective Time, without interest. (d) Prior The Company shall cause each Equity Plan to be terminated, effective as of and conditioned upon, the Effective Time, and subject to Section 3.3(d) the satisfaction of the Company Disclosure Schedule, the Company shall use its reasonable best efforts to take all such actions, obligations set forth in consultation with Parent, as may be required to effectuate the provisions of this Section 3.3. Other than with respect to Options described in clause (ii) of the first sentence of Section 3.3(a) and RSUs not described in the proviso in the last sentence of Section 3.3(b), no later than the Effective Time, Parent shall provide to the Surviving Corporation or the Paying Agent all funds necessary to fulfill the obligations under this Section 3.3. (e) At or promptly following the Effective Time, Parent shall deliver to the holders of Substitute Options and Substitute RSUs appropriate notices setting forth such holders’ rights pursuant to the respective Substitute Options and Substitute RSUs, including, in addition to the same terms and conditions that applied to such awards prior to the substitution (subject to the adjustments required by this Section 3.3 after giving effect to the Merger). Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to the Substitute Options and Substitute RSUs and (ii) as soon as practicable following the date of this Agreement (and in any event no later than the Effective Time), prepare and file with the SEC and use its reasonable best efforts to have declared effective immediately prior to the Effective Time a registration statement on Form S-8 registering a number of shares of Parent Common Stock necessary to fulfill Parent’s obligations under this Section 3.3 and covering the exercise of the Substitute Options or settlement of the Substitute RSUs. Such registration statement shall be kept effective (and the current status of the prospectus required thereby shall be maintained) for at least as long as Substitute Options and Substitute RSUs remain outstanding.

Stock Options and Other Equity-Based Awards. (a) Each option to purchase Shares Tosco Common Stock (an “a "Tosco Stock Option”") granted under Tosco Stock Plans which is outstanding immediately prior to the Company’s 2005 Effective Time shall cease to represent a right to acquire shares of Tosco Common Stock Plan or the Company’s 2007 Equity Incentive Plan and shall be converted (together with the Company’s 2005 Stock Planas so converted, the “Equity Plans”a "Tosco Converted Option"), or an Assumed Subsidiary Equity Plan and outstanding immediately before at the Effective Time, shall at the Effective Time (i) in the case of an Option that is vested as of the Effective Time (including an Option that will become vested solely as a result of the Merger), be cancelled, and the holder of each such Option shall be entitled to receive from the Company, as of the Effective Time and with respect to each such Option, cash, without interest, equal to the product of (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (B) the number of Shares covered by such Option (the aggregate amount of such cash, the “Option Consideration”), with such payment to be subject to any applicable Tax withholding (in accordance with Section 3.2(i)), and (ii) in the case of an Option that is not vested as of the Effective Time (other than an Option that will become vested solely as a result of the Merger) be converted into an option (a “Substitute Option”) to purchase the number of shares of Parent Xxxxxxxx Common Stock (decreased to the nearest full share) determined by multiplying (A) the number of Shares covered by such a "Xxxxxxxx Stock Option, by (B) the Equity Award Ratio, and the exercise price per share of such Substitute Option shall be determined by dividing the exercise price per share of such Option by the Equity Award Ratio (increased to the nearest cent). After the Effective Time, except as provided in this Section 3.3(a"), each Substitute Option shall be exercisable upon on the same terms and conditions as were applicable under the Tosco Stock Option immediately (but taking into account any changes thereto, including the acceleration thereof, provided for in the Tosco Stock Plans, in any award agreement or in such option by reason of this Agreement or the transactions contemplated hereby). The number of shares of Xxxxxxxx Common Stock subject to each such Xxxxxxxx Stock Option shall be the number of shares of Tosco Common Stock subject to the Tosco Stock Option multiplied by the Exchange Ratio, rounded, if necessary, to the nearest whole share of Xxxxxxxx Common Stock, and such Xxxxxxxx Stock Option shall have an exercise price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such Tosco Stock Option divided by the Exchange Ratio; provided, however, that in the case of any Tosco Stock Option to which Section 421 of the Code as of the Effective Time (after taking into account the effect of any accelerated vesting thereof) applies by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. Notwithstanding the foregoing, (i) with respect to each holder of a Tosco Stock Option whose employment with Tosco is terminated for any reason following the date hereof and prior to the Effective Time, subject to any accelerationTosco may, lapse or other vesting occurring by operation of in its sole discretion with the Merger (either alone or in connection with any other event). (b) Each restricted stock unit award with respect to a Share (an “RSU”) granted under the Equity Plans and outstanding immediately before the Effective Time shall be adjusted and converted into a restricted stock unit (a “Substitute RSU”) with respect to a number of shares of Parent Common Stock determined by multiplying the number of Shares subject to such RSU by the Equity Award Ratio. After the Effective Time, except as provided in this Section 3.3(b), each Substitute RSU shall be subject to the terms consent of such RSU effective immediately prior holder, elect to the Effective Timepay such holder in cancellation of such Tosco Stock Option, subject to any payment, calculation, acceleration, lapse, vesting or other impact occurring by operation of the Merger (either alone or in connection with any other event); provided, however, that any RSU that becomes vested solely as a result of the Merger shall be settled at the Effective Time for an amount of cash equal to the product of the Merger Consideration and the number of Shares subject to such RSU, subject to any applicable Tax withholding (in accordance with Section 3.2(i)). (c) Each Warrant shall at the Effective Time be cancelled and the holder of each Warrant shall be entitled to receive from the Company, as of the Effective Time, cash, without interest, in an amount equal to (i) the product of (A) the number excess (if any) of Shares subject (x) the closing price of Tosco Common Stock on the NYSE (as reported on the NYSE Composite Tape) on the date of such termination (or if there is no such trading on the date of termination, on the most recent trading day prior to the Warrants date of such holder and termination) over (By) the Merger Consideration minus (ii) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the per per-share exercise price of such Warrants Tosco Stock Option times (B) the number of shares of Tosco Common Stock subject to such Tosco Stock Option immediately following such termination, subject to all required Tax withholding, and (ii) with respect to each holder of a Tosco Stock Option that is converted into a Xxxxxxxx Stock Option in accordance with this Section 3.2 and whose employment with Tosco is terminated for any reason following the Effective Time and prior to the Effective Time. All amounts payable date six months after the Closing Date, Xxxxxxxx may, in respect its sole discretion with the consent of such Warrants pursuant holder, elect to this Section 3.3(cpay such holder in cancellation of such Xxxxxxxx Stock Option, an amount of cash equal to (A) shall be the excess (if any) of (x) the closing price of Xxxxxxxx Common Stock on the NYSE (as reported on the NYSE Composite Tape) on the date of such termination (or if there is no such trading on the date of termination, on the most recent trading day prior to the date of termination) over (y) the per-share exercise price of such Xxxxxxxx Stock Option times (B) the number of shares of Xxxxxxxx Common Stock subject to any applicable withholding of Taxes (in accordance with Section 3.2(i))such Xxxxxxxx Stock Option immediately following such termination, subject to all required Tax withholding. (db) Prior to As soon as practicable after the Effective Time, and subject to Section 3.3(d) of the Company Disclosure Schedule, the Company shall use its reasonable best efforts to take all such actions, in consultation with Parent, as may be required to effectuate the provisions of this Section 3.3. Other than with respect to Options described in clause (ii) of the first sentence of Section 3.3(a) and RSUs not described in the proviso in the last sentence of Section 3.3(b), no later than the Effective Time, Parent shall provide to the Surviving Corporation or the Paying Agent all funds necessary to fulfill the obligations under this Section 3.3. (e) At or promptly following the Effective Time, Parent Xxxxxxxx shall deliver to the holders of Substitute Tosco Stock Options and Substitute RSUs appropriate notices setting forth such holders’ ' rights pursuant to the respective Substitute Tosco Stock Plans and agreements evidencing the grants of such Tosco Stock Options and Substitute RSUs, including, stating that such Tosco Stock Options and agreements have been assumed by Xxxxxxxx and shall continue in addition to effect on the same terms and conditions that applied to such awards prior to the substitution (subject to the adjustments required by this Section 3.3 3.2 after giving effect to the MergerMerger and the terms of the Tosco Stock Plans). (c) Prior to the Effective Time, Tosco shall take all necessary action for the adjustment of Tosco Converted Options under this Section 3.2. Parent Xxxxxxxx shall (i) reserve for issuance a number of shares of Xxxxxxxx Common Stock at least equal to the number of shares of Parent Xxxxxxxx Common Stock that will become be subject to the Substitute Options and Substitute RSUs and (ii) as Tosco Converted Options. As soon as practicable following the date of this Agreement (and in any event no later than the Effective Time), prepare and Xxxxxxxx shall file with the SEC and use its reasonable best efforts to have declared effective immediately prior to the Effective Time a registration statement on Form S-8 registering a number of (or any successor, or if Form S-8 is not available, other appropriate, forms) with respect to the shares of Parent Xxxxxxxx Common Stock necessary subject to fulfill Parent’s obligations under this Section 3.3 Tosco Converted Options and covering shall maintain the exercise effectiveness of the Substitute Options or settlement of the Substitute RSUs. Such such registration statement shall be kept effective or registration statements (and maintain the current status of the prospectus required thereby shall be maintainedor prospectuses contained therein) for at least as so long as Substitute Options and Substitute RSUs such options remain outstanding.

Stock Options and Other Equity-Based Awards. (a) Each At the Effective Date, each option to purchase Shares shares of StellarOne Common Stock (an a “StellarOne Stock Option”) granted under the Company’s 2005 Stock Plan an equity or the Company’s 2007 Equity Incentive Plan equity-based compensation plan of StellarOne (together with the Company’s 2005 a “StellarOne Stock Plan, the “Equity Plans”), or shall vest and shall be converted into an Assumed Subsidiary Equity Plan option (each, a “Replacement Option”) to acquire, on the same terms and outstanding immediately before conditions as were applicable under such StellarOne Stock Option (except as provided otherwise in this Section 2.6(a)), the Effective Time, shall at the Effective Time number of shares of Union Common Stock equal to (i) in the case number of an shares of StellarOne Common Stock subject to the StellarOne Stock Option that is vested as of multiplied by (ii) the Effective Time Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (including an Option that will become vested solely as a result of rounded up to the Merger), be cancelled, and the holder next whole cent) of each such Replacement Option shall be entitled to receive from the Company, as of the Effective Time and with respect to each such Option, cash, without interest, equal to the product of (Ay) the excess, if any, of the Merger Consideration over the exercise price per share of shares of StellarOne Common Stock that were purchasable pursuant to such Option, multiplied StellarOne Stock Option divided by (Bz) the number Exchange Ratio. Notwithstanding the foregoing, each StellarOne Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of Shares covered by the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At the Effective Date, Union shall assume the StellarOne Stock Plans; provided that such Option assumption shall only be with respect to the Replacement Options and the StellarOne Stock Awards (as defined herein) and shall have no obligation to make any additional grants or awards under the aggregate amount StellarOne Stock Plans. (b) Each restricted stock award granted under a StellarOne Stock Plan (a “StellarOne Stock Award”) which is unvested or contingent and outstanding immediately prior to the Effective Date, shall cease, at the Effective Date, to represent any rights with respect to shares of such cashStellarOne Common Stock and shall be converted without any action on the part of the holder thereof, into a restricted stock award of the Continuing Corporation (a “Option ConsiderationContinuing Corporation Stock Award”), with such payment to be subject to any applicable Tax withholding (in accordance with Section 3.2(i)), and (ii) in the case of an Option that is not vested as of the Effective Time (other than an Option that will become vested solely as a result of the Merger) be converted into an option (a “Substitute Option”) to purchase the number of shares of Parent Common Stock (decreased to the nearest full share) determined by multiplying (A) the number of Shares covered by such Option, by (B) the Equity Award Ratio, and the exercise price per share of such Substitute Option shall be determined by dividing the exercise price per share of such Option by the Equity Award Ratio (increased to the nearest cent). After the Effective Time, except as provided in this Section 3.3(a), each Substitute Option shall be exercisable upon on the same terms and conditions as were applicable under the Option immediately prior to StellarOne Stock Awards (but taking into account any changes thereto, including any acceleration of vesting thereof, provided for in the Effective Time, subject to any acceleration, lapse StellarOne Stock Plan or other vesting occurring in the related award document by operation reason of the Merger (either alone or in connection with any other eventMerger). (b) Each restricted stock unit award with respect to a Share (an “RSU”) granted under the Equity Plans and outstanding immediately before the Effective Time shall be adjusted and converted into a restricted stock unit (a “Substitute RSU”) with respect to a . The number of shares of Parent Continuing Corporation Common Stock determined by multiplying subject to each such Continuing Corporation Stock Award shall be equal to the number of Shares subject to such RSU by the Equity Award Ratio. After the Effective Time, except as provided in this Section 3.3(b), each Substitute RSU shall be shares of StellarOne Common Stock subject to the terms of such RSU effective immediately prior StellarOne Stock Award multiplied by the Exchange Ratio, rounded, if necessary, to the Effective Time, subject to any payment, calculation, acceleration, lapse, vesting or other impact occurring by operation nearest whole share of the Merger (either alone or in connection with any other event); provided, however, that any RSU that becomes vested solely as a result of the Merger shall be settled at the Effective Time for an amount of cash equal to the product of the Merger Consideration and the number of Shares subject to such RSU, subject to any applicable Tax withholding (in accordance with Section 3.2(i))Continuing Corporation Common Stock. (c) Each Warrant shall at As soon as practicable after the Effective Time be cancelled and the holder of each Warrant shall be entitled to receive from the Company, as of the Effective Time, cash, without interest, in an amount equal to (i) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the Merger Consideration minus (ii) the product of (A) the number of Shares subject to the Warrants of such holder and (B) the per share exercise price of such Warrants immediately prior to the Effective Time. All amounts payable in respect of such Warrants pursuant to this Section 3.3(c) shall be subject to any applicable withholding of Taxes (in accordance with Section 3.2(i)). (d) Prior to the Effective Time, and subject to Section 3.3(d) of the Company Disclosure ScheduleDate, the Company shall use its reasonable best efforts to take all such actions, in consultation with Parent, as may be required to effectuate the provisions of this Section 3.3. Other than with respect to Options described in clause (ii) of the first sentence of Section 3.3(a) and RSUs not described in the proviso in the last sentence of Section 3.3(b), no later than the Effective Time, Parent shall provide to the Surviving Continuing Corporation or the Paying Agent all funds necessary to fulfill the obligations under this Section 3.3. (e) At or promptly following the Effective Time, Parent shall will deliver to the holders of Substitute Replacement Options and Substitute RSUs appropriate StellarOne Stock Awards any required notices setting forth such holders’ rights pursuant to the respective Substitute Options StellarOne Stock Plan and Substitute RSUs, including, award documents and stating that such StellarOne Stock Awards have been assumed by the Continuing Corporation or that such Replacement Option has been issued by the Continuing Corporation and shall continue in addition to effect on the same terms and conditions that applied to such awards prior to the substitution (subject to the adjustments required by this Section 3.3 2.6 after giving effect to the Merger). Parent shall (i) reserve for issuance Merger and the number of shares of Parent Common Stock that will become subject to the Substitute Options and Substitute RSUs and (ii) as soon as practicable following the date of this Agreement (and in any event no later than the Effective Time), prepare and file with the SEC and use its reasonable best efforts to have declared effective immediately prior to the Effective Time a registration statement on Form S-8 registering a number of shares of Parent Common Stock necessary to fulfill Parent’s obligations under this Section 3.3 and covering the exercise terms of the Substitute Options or settlement of the Substitute RSUs. Such registration statement shall be kept effective (and the current status of the prospectus required thereby shall be maintained) for at least as long as Substitute Options and Substitute RSUs remain outstandingStellarOne Stock Plan).