Common use of Stock Plans; Benefit Plans Clause in Contracts

Stock Plans; Benefit Plans. (a) Prior to the Effective Time, the Pine Board (or, if appropriate, any committee thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Stock Options to provide that, at the Effective Time, each Pine Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (a “Converted Cedar Option”) to acquire, on the same terms and conditions as were applicable under such Pine Stock Option immediately prior to the Effective Time, a number of shares of Cedar Common Stock determined by multiplying the number of shares of Pine Common Stock subject to such Pine Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Stock Option by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Pine Stock Option (x) 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 and (y) shall be adjusted in a manner which complies with Section 409A of the Code; (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all outstanding Pine Restricted Stock Units to provide that, at the Effective Time, each award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time shall represent, immediately after the Effective Time, the right to receive, on the same terms and conditions (other than the terms and conditions relating to the achievement of performance goals) as were applicable under such Pine Restricted Stock Unit immediately prior to the Effective Time, a number of shares of Cedar Common Stock, rounded up to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below), multiplied by (2) the Exchange Ratio; provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit as of the Effective Time causes such Pine Restricted Stock Unit to be settled for shares of Pine Common Stock at the Effective Time, such shares of Pine Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 2.10(c); and (iii) with respect to the Pine ESPP, (A) each purchase right under the Pine ESPP outstanding on the day immediately prior to the Effective Time shall be automatically suspended and any contributions made for the then-current Offering (as defined in the Pine ESPP) will be returned to Pine ESPP participants, and (B) the Pine ESPP shall terminate, effective immediately as of the Effective Time. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time, a number of shares of Pine Common Stock equal to the sum of (i) the product of (A) the total number of shares of Pine Common Stock that would be delivered to the holder of such award based on the actual achievement of the performance goals applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day prior to the Effective Time, as reasonably determined by the Pine Board (or a committee thereof), and assuming the satisfaction of all other conditions to such delivery, multiplied by (B) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine Common Stock subject to such award (assuming the satisfaction of all conditions to such delivery, including target-level achievement of the performance goals applicable to such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, and rounded up to the nearest four decimal places.

Stock Plans; Benefit Plans. (a) Prior to the Effective Time, the Pine Company Board (or, if appropriate, any committee thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all Company RSUs which are outstanding Pine immediately prior to the Effective Time and either (a) are vested as of immediately prior to the Effective Time, (b) that vest as a result of the consummation of the Merger, or (c) that are held by any non-employee member of the Company Board (whether or not then vested) (such Company RSUs, the “Vested Company RSUs”) to provide for the settlement of such Vested Company RSUs, immediately prior to the Effective Time, into shares of Company Common Stock Options that, in turn, convert into the right to receive the Merger Consideration pursuant to Section 2.01(c). (ii) adjust the terms of all Company PSUs which are outstanding immediately prior to the Effective Time (whether or not then vested), to provide for the settlement of such Company PSUs, immediately prior to the Effective Time, into such number of shares of Company Common Stock that would be delivered to the holder of such Company PSU assuming the achievement of the performance goals applicable to such award at target, and assuming the satisfaction of all other conditions to such delivery that, in turn, convert into the right to receive the Merger Consideration pursuant to Section 2.01(c); (iii) adjust the terms of all Company RSUs (or portion thereof) which are outstanding immediately prior to the Effective Time and are not Vested Company RSUs or Company PSUs (the “Converted Company RSUs”) to provide that, at the Effective Time, each Pine Stock Option outstanding immediately prior to such Converted Company RSUs shall be assumed as of the Effective Time shall be converted into an option (a “Converted Cedar Option”) to acquire, on the same terms and conditions as were applicable under such Pine Stock Option immediately prior to the Effective Time, a number of shares of Cedar Common Stock determined by multiplying the number of shares of Pine Common Stock subject to such Pine Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Stock Option by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Pine Stock Option (x) 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 and (y) shall be adjusted in a manner which complies with Section 409A of the Code; (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all outstanding Pine Restricted Stock Units to provide that, at the Effective Time, each award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time shall represent, immediately after the Effective Time, the right to receive, on the same terms and conditions (other than including the terms and conditions relating to the achievement of performance goals) as were applicable under such Pine Restricted Stock Unit award immediately prior to the Effective TimeTime (including, but not limited to, vesting conditions), a number of shares of Cedar Parent Common Stock, rounded up to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below)number of shares of Company Common Stock subject to such award, multiplied by (2) the Stock Award Exchange Ratio; provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit as of the Effective Time causes such Pine Restricted Stock Unit to be settled for shares of Pine Common Stock at the Effective Time, such shares of Pine Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 2.10(c); and (iii) with respect to the Pine ESPP, (A) each purchase right under the Pine ESPP outstanding on the day immediately prior to the Effective Time shall be automatically suspended and any contributions made for the then-current Offering (as defined in the Pine ESPP) will be returned to Pine ESPP participants, and (B) the Pine ESPP shall terminate, effective immediately as of the Effective Time. (biv) For the purposes of this Section 6.046.04(a), the term “Performance Adjusted RSU AmountStock Award Exchange Ratio” shall mean, with respect to any award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time, a number of shares of Pine Common Stock equal to means the sum of (i) the product of (A) the total number of shares of Pine Common Stock that would be delivered to the holder of such award based on the actual achievement of the performance goals applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day prior to the Effective Time, as reasonably determined by the Pine Board (or a committee thereof), and assuming the satisfaction of all other conditions to such delivery, multiplied by (B) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up to the nearest four decimal places, and Exchange Ratio plus (ii) a fraction resulting from dividing the product Cash Consideration by the closing price per share of (A) the target number of shares of Pine Parent Common Stock subject to such award (assuming on the satisfaction of all conditions to such delivery, including target-level achievement of last trading day immediately preceding the performance goals applicable to such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, and rounded up to the nearest four decimal placesClosing Date.

Stock Plans; Benefit Plans. (a) Prior to the Effective Time, the Pine Qwest Board (or, if appropriate, any committee thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Qwest Stock Options to provide that, at the Effective Time, each Pine Qwest Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (a “Converted Cedar CenturyLink Option”) to acquire, on the same terms and conditions as were applicable under such Pine Qwest Stock Option immediately prior to the Effective Time, a number of shares of Cedar CenturyLink Common Stock determined by multiplying the number of shares of Pine Qwest Common Stock subject to such Pine Qwest Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Qwest Stock Option by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Pine Qwest Stock Option (x) 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 and (y) shall be adjusted in a manner which complies with Section 409A of the Code; (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all other outstanding Pine Restricted awards under the Qwest Stock Units Plans to provide that, at the Effective Time, each such award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time shall represent, immediately after the Effective Time, the right to receive, on the same terms and conditions (other than the terms and conditions relating to the achievement of performance goals) as were applicable under such Pine Restricted Stock Unit award immediately prior to the Effective Time, a number of shares of Cedar CenturyLink Common Stock, rounded up to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below)number of shares of Qwest Common Stock subject to such award, multiplied by (2) the Exchange RatioRatio (a “Converted Qwest Stock Award”); provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit such award as of the Effective Time causes such Pine Restricted Stock Unit award to be settled for shares of Pine Qwest Common Stock at the Effective Time, such shares of Pine Qwest Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 2.10(c); and (iii) provide that with respect to the Pine Qwest ESPP, (A) each purchase period through the Effective Time will be no longer than one calendar month, (B) each purchase right under the Pine Qwest ESPP outstanding on the day immediately prior to the Effective Time shall be automatically suspended and any contributions made for the then-current Offering Offer (as defined in the Pine Qwest ESPP) will be returned applied toward the purchase of either, at CenturyLink’s option, (I) CenturyLink Common Stock, effective at or as soon as practicable following the Effective Time, or (II) Qwest Common Stock, effective immediately prior to Pine ESPP participantsthe Effective Time, in which case each such share of Qwest Common Stock shall be treated in accordance with Section 2.01(iii) , and (BC) the Pine Qwest ESPP shall terminate, effective immediately as of prior to the Effective Time. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine Restricted Stock Units outstanding immediately prior to At the Effective Time, CenturyLink shall assume all the obligations of Qwest under the Qwest Stock Plans, each outstanding Converted CenturyLink Option and Converted Qwest Stock Award and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, CenturyLink shall deliver to the holders of Converted CenturyLink Stock Options and Converted Qwest Stock Awards appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted CenturyLink Options and Converted Qwest Stock Awards shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 after giving effect to the Merger). (c) CenturyLink shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Pine CenturyLink Common Stock equal to the sum of (i) the product of (A) the total number of shares of Pine Common Stock that would be delivered to the holder of such award based on the actual achievement for delivery upon exercise or settlement of the performance goals applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day prior to Converted CenturyLink Options and Converted Qwest Stock Awards in accordance with this Section 6.04. As soon as reasonably practicable, but in no event later than 20 days, after the Effective Time, as reasonably determined by the Pine Board CenturyLink shall file a registration statement on Form S-8 (or a committee thereof), and assuming the satisfaction of all any successor or other conditions to such delivery, multiplied by (Bappropriate form) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up with respect to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine CenturyLink Common Stock subject to Converted CenturyLink Options and Converted Qwest Stock Awards and shall use its reasonable commercial efforts to maintain the effectiveness of such award registration statement or registration statements (assuming and maintain the satisfaction of all conditions to such delivery, including target-level achievement current status of the performance goals applicable to prospectus or prospectuses contained therein) for so long as such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, Converted CenturyLink Options and rounded up to the nearest four decimal placesConverted Qwest Stock Awards remain outstanding.

Stock Plans; Benefit Plans. (a) Prior to the Effective Time, the Pine Qwest Board (or, if appropriate, any committee thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Qwest Stock Options to provide that, at the Effective Time, each Pine Qwest Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (a “Converted Cedar CenturyLink Option”) to acquire, on the same terms and conditions as were applicable under such Pine Qwest Stock Option immediately prior to the Effective Time, a number of shares of Cedar CenturyLink Common Stock determined by multiplying the number of shares of Pine Qwest Common Stock subject to such Pine Qwest Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Qwest Stock Option by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Pine Qwest Stock Option (x) 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 and (y) shall be adjusted in a manner which complies with Section 409A of the Code; (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all other outstanding Pine Restricted awards under the Qwest Stock Units Plans to provide that, at the Effective Time, each such award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time shall represent, immediately after the Effective Time, the right to receive, on the same terms and conditions (other than the terms and conditions relating to the achievement of performance goals) as were applicable under such Pine Restricted Stock Unit award immediately prior to the Effective Time, a number of shares of Cedar CenturyLink Common Stock, rounded up to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below)number of shares of Qwest Common Stock subject to such award, multiplied by (2) the Exchange RatioRatio (a “Converted Qwest Stock Award”); provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit such award as of the Effective Time causes such Pine Restricted Stock Unit award to be settled for shares of Pine Qwest Common Stock at the Effective Time, such shares of Pine Qwest Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 2.10(c); and (iii) provide that with respect to the Pine Qwest ESPP, (A) each purchase period through the Effective Time will be no longer than one calendar month, (B) each purchase right under the Pine Qwest ESPP outstanding on the day immediately prior to the Effective Time shall be automatically suspended and any contributions made for the then-current Offering Offer (as defined in the Pine Qwest ESPP) will be returned applied toward the purchase of either, at CenturyLink’s option, (I) CenturyLink Common Stock, effective at or as soon as practicable following the Effective Time, or (II) Qwest Common Stock, effective immediately prior to Pine ESPP participantsthe Effective Time, in which case each such share of Qwest Common Stock shall be treated in accordance with Section 2.01(iii), and (BC) the Pine Qwest ESPP shall terminate, effective immediately as of prior to the Effective Time. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine Restricted Stock Units outstanding immediately prior to At the Effective Time, CenturyLink shall assume all the obligations of Qwest under the Qwest Stock Plans, each outstanding Converted CenturyLink Option and Converted Qwest Stock Award and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, CenturyLink shall deliver to the holders of Converted CenturyLink Stock Options and Converted Qwest Stock Awards appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted CenturyLink Options and Converted Qwest Stock Awards shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 after giving effect to the Merger). (c) CenturyLink shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Pine CenturyLink Common Stock equal to the sum of (i) the product of (A) the total number of shares of Pine Common Stock that would be delivered to the holder of such award based on the actual achievement for delivery upon exercise or settlement of the performance goals applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day prior to Converted CenturyLink Options and Converted Qwest Stock Awards in accordance with this Section 6.04. As soon as reasonably practicable, but in no event later than 20 days, after the Effective Time, as reasonably determined by the Pine Board CenturyLink shall file a registration statement on Form S-8 (or a committee thereof), and assuming the satisfaction of all any successor or other conditions to such delivery, multiplied by (Bappropriate form) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up with respect to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine CenturyLink Common Stock subject to Converted CenturyLink Options and Converted Qwest Stock Awards and shall use its reasonable commercial efforts to maintain the effectiveness of such award registration statement or registration statements (assuming and maintain the satisfaction of all conditions to such delivery, including target-level achievement current status of the performance goals applicable to prospectus or prospectuses contained therein) for so long as such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, Converted CenturyLink Options and rounded up to the nearest four decimal placesConverted Qwest Stock Awards remain outstanding.

Stock Plans; Benefit Plans. (a) Prior to 2.3.1. As of the Effective Time, by virtue of the Pine Board (or, if appropriate, Merger and without any committee action on the part of the holders thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Stock Options to provide that, at the Effective Time, each Pine 2.3.1.1. Each Stratasys Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (a “Converted Cedar Objet Option”) to acquire, on the same terms and conditions as were applicable under such Pine Stratasys Stock Option immediately prior to the Effective Time, a the number of shares of Cedar Common Stock Objet Shares determined by multiplying the number of shares of Pine Stratasys Common Stock subject to such Pine Stratasys Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded rounding down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Stratasys Stock Option by the Exchange Ratio, rounded rounding up to the nearest whole cent; provided, however, that each Pine Stratasys Stock Option (xA) that becomes fully exercisable at the Effective Time of the Merger shall continue to be a fully-exercisable Converted Objet Option after the Effective Time, (B) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the foregoing in a manner consistent with the requirements of Section 424 of the Code Code, and (yC) shall be adjusted in a manner which complies with Section 409A of the Code; (ii) unless otherwise specifically agreed with any particular holder Code and that causes the resulting Converted Objet Options not to constitute the grant of a Pine Restricted Stock Unitnew option or a change in the form of payment of an option, adjust the terms of all outstanding Pine Restricted Stock Units as provided under Treasury Regulation section 1.409A-1(b)(5)(v)(D); and Prior to provide that, at the Effective Time, each award the Stratasys Board (or, if appropriate, any committee thereof) shall adopt such resolutions and take such other actions as are necessary, including without limitation providing any required notices and obtaining any required consents (if any), to effectuate the provisions of Pine Restricted Stock Units outstanding immediately prior to this Section ‎2.3.1. 2.3.2. At the Effective Time Time, Objet shall representassume all the obligations of Stratasys under the Stratasys Stock Plans, immediately each outstanding Converted Objet Option and the agreements evidencing the grants thereof, and the number and kind of shares available for issuance under each Stratasys Stock Plan shall be adjusted to reflect shares of Parent in accordance with the provisions of the applicable Stratasys Stock Plan. As soon as practicable after the Effective Time, Objet shall deliver to the right to receiveholders of Converted Objet Equity Awards appropriate notices setting forth such holders’ rights, and the original agreements evidencing the grants of such Converted Objet Equity Awards shall continue in effect on the same terms and conditions (other than the terms and conditions relating to the achievement of performance goals) as were applicable under such Pine Restricted Stock Unit immediately those in effect prior to the Effective Time, Time (subject to the adjustments required by this Section ‎2.3 after giving effect to the Merger). 2.3.3. Objet shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Cedar Common Stock, rounded up to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below), multiplied by (2) the Exchange Ratio; provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit as Objet Shares for delivery upon exercise or settlement of the Effective Time causes such Pine Restricted Stock Unit to be settled for shares of Pine Common Stock at Converted Objet Equity Awards in accordance with this Section ‎2.3. As soon as reasonably practicable after the Effective Time, such shares if and to the extent necessary to cause a sufficient number of Pine Common Stock Objet Shares to be registered and issuable under Objet Options and Converted Objet Equity Awards, Objet shall be converted into file a post-effective amendment to the right to receive the Merger Consideration in accordance with Section 2.10(c); and Form F-4 or registration statement on Form S-8 (iiior any successor or other appropriate form) with respect to the Pine ESPP, Objet Shares subject to Objet Options and the Converted Objet Equity Awards and shall use its reasonable commercial efforts to maintain the effectiveness of such registration statement or registration statements (A) each purchase right under and maintain the Pine ESPP outstanding on the day immediately prior to the Effective Time shall be automatically suspended and any contributions made for the then-current Offering (as defined in the Pine ESPP) will be returned to Pine ESPP participants, and (B) the Pine ESPP shall terminate, effective immediately as status of the Effective Timeprospectus or prospectuses contained therein) for so long as any such Objet Options or Converted Objet Equity Awards remain outstanding. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time, a number of shares of Pine Common Stock equal to the sum of (i) the product of (A) the total number of shares of Pine Common Stock that would be delivered to the holder of such award based on the actual achievement of the performance goals applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day prior to the Effective Time, as reasonably determined by the Pine Board (or a committee thereof), and assuming the satisfaction of all other conditions to such delivery, multiplied by (B) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine Common Stock subject to such award (assuming the satisfaction of all conditions to such delivery, including target-level achievement of the performance goals applicable to such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, and rounded up to the nearest four decimal places.

Stock Plans; Benefit Plans. (a) Prior to As of the Effective Time, by virtue of the Pine Board (or, if appropriate, Merger and without any committee action on the part of the holders thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Stock Options to provide that, at the Effective Time, each Pine Ticketmaster Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (a “"Converted Cedar Live Nation Option”") to acquire, on the same terms and conditions as were applicable under such Pine Ticketmaster Stock Option immediately prior to the Effective Time, a the number of shares of Cedar Live Nation Common Stock determined by multiplying the number of shares of Pine Ticketmaster Common Stock subject to such Pine Ticketmaster Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded and rounding down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Ticketmaster Stock Option by the Exchange Ratio, rounded and rounding up to the nearest whole cent; provided, however, that each Pine Ticketmaster Stock Option (xA) which is an “"incentive stock option” " (as defined in Section 422 of the Code) shall be adjusted in accordance with the foregoing in a manner consistent with the requirements of Section 424 of the Code and (yB) shall be adjusted in a manner which complies with Section 409A of the CodeCode and that causes the resulting Converted Live Nation Options not to constitute the grant of a new option or a change in the form of payment of an option, as provided under Treasury Regulation section 1.409A-1(b)(5)(v)(D); (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all outstanding Pine Restricted Stock Units to provide that, at the Effective Time, each award of Pine Ticketmaster Restricted Stock Units outstanding immediately prior to the Effective Time shall represent, immediately after the Effective Time, the right to receivebe converted, on the same terms and conditions (other than the terms and conditions relating applicable to the achievement of performance goals) as were applicable under such Pine Ticketmaster Restricted Stock Unit Units immediately prior to the Effective Time, into a number of restricted stock units corresponding to shares of Live Nation Common Stock ("Converted Live Nation Restricted Stock Units") determined by multiplying the number of shares of Cedar Ticketmaster Common Stock, rounded Stock subject to such award immediately prior to the Effective Time by the Exchange Ratio and rounding up or down to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below), multiplied by (2) the Exchange Ratio; provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit as of the Effective Time causes such Pine Restricted Stock Unit to be settled for shares of Pine Common Stock at the Effective Time, such shares of Pine Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 2.10(c); and; (iii) with respect to the Pine ESPP, (A) each purchase right under the Pine ESPP award of Ticketmaster Restricted Stock outstanding on the day immediately prior to the Effective Time shall be automatically suspended converted, on the same terms and any contributions made for the then-current Offering (as defined in the Pine ESPP) will be returned conditions applicable to Pine ESPP participants, and (B) the Pine ESPP shall terminate, effective immediately as of the Effective Time. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine such Ticketmaster Restricted Stock Units outstanding immediately prior to the Effective Time, a into the number of shares of Pine Common Live Nation Restricted Stock equal to ("Converted Live Nation Restricted Stock") determined by multiplying the sum of (i) the product of (A) the total number of shares of Pine Common Ticketmaster Restricted Stock that would be delivered subject to such award immediately prior to the holder of such award based Effective Time by the Exchange Ratio and rounding up or down to the nearest whole share; and (iv) each Ticketmaster Director Share Unit "account" (as defined under the Ticketmaster Deferred Compensation Plan for Non-Employee Directors) shall be converted, on the actual achievement of the performance goals same terms and conditions applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day Ticketmaster Director Share Unit account immediately prior to the Effective Time, as reasonably determined by the Pine Board (or into an account of director share units corresponding to a committee thereof), and assuming the satisfaction of all other conditions to such delivery, multiplied by (B) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine Live Nation Common Stock ("Converted Live Nation Director Share Units") determined by multiplying the number of Ticketmaster Director Share Units held in such account immediately prior to the Effective Time by the Exchange Ratio and rounding up or down to the nearest whole share. Prior to the Effective Time, the Ticketmaster Board (or, if appropriate, any committee thereof) shall adopt such resolutions and take such other actions as are necessary, including without limitation providing any required notices and obtaining any required consents (if any), to effectuate the provisions of this Section 2.3(a). (b) At the Effective Time, Live Nation shall assume all the obligations of Ticketmaster under the Ticketmaster Stock Plans, each outstanding Converted Live Nation Equity Award and the agreements evidencing the grants thereof, and the number and kind of shares available for issuance under each Ticketmaster Stock Plan shall be adjusted to reflect shares of Live Nation Common Stock in accordance with the provisions of the applicable Ticketmaster Stock Plan. As soon as practicable after the Effective Time, Live Nation shall deliver to the holders of Converted Live Nation Equity Awards appropriate notices setting forth such holders' rights, and the original agreements evidencing the grants of such Converted Live Nation Equity Awards shall continue in effect on the same terms and conditions as those in effect prior to the Effective Time (subject to the adjustments required by this Section 2.3 after giving effect to the Merger). (c) Live Nation shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Live Nation Common Stock for delivery upon exercise or settlement of the Converted Live Nation Equity Awards in accordance with this Section 2.3. As soon as reasonably practicable after the Effective Time, if and to the extent necessary to cause a sufficient number of shares of Live Nation Common Stock to be registered and issuable under Converted Live Nation Equity Awards, Live Nation shall file a post-effective amendment to the Form S-4 or registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Live Nation Common Stock subject to Converted Live Nation Equity Awards and shall use its reasonable commercial efforts to maintain the effectiveness of such award registration statement or registration statements (assuming and maintain the satisfaction of all conditions to such delivery, including target-level achievement current status of the performance goals applicable to prospectus or prospectuses contained therein) for so long as such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, and rounded up to the nearest four decimal placesConverted Live Nation Equity Awards remain outstanding.

Stock Plans; Benefit Plans. (a) Prior to the Effective Time, the Pine Board (or, if appropriate, any committee thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Stock Options to provide that, at At the Effective Time, each Pine Company Stock Option outstanding immediately prior to the Effective Time shall become fully vested and exercisable and shall be converted into an a stock option (a “Converted Cedar Option”) to acquire, otherwise on the same terms and conditions as were applicable under such Pine Company Stock Option immediately prior to the Effective Time, a number of shares of Cedar Parent Common Stock determined by multiplying the number of shares of Pine Company Common Stock subject to such Pine Company Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Company Stock Option by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Pine Company Stock Option (x) 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 and (y) shall be adjusted in a manner which complies with Section 409A of the Code;. (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all outstanding Pine Restricted Stock Units to provide that, at At the Effective Time, each award of Pine Restricted Stock Units Company SOSAR outstanding immediately prior to the Effective Time shall representbecome fully vested and exercisable and shall be converted into a stock appreciation right, immediately after the Effective Time, the right to receive, otherwise on the same terms and conditions (other than the terms and conditions relating to the achievement of performance goals) as were applicable under such Pine Restricted Stock Unit Company SOSAR immediately prior to the Effective Time, with respect to a number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company SOSAR immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Company SOSAR by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Company SOSAR shall be adjusted in a manner which complies with Section 409A of the Code. (iii) At the Effective Time, each Company Performance Share Unit, which is outstanding immediately prior to the Effective Time shall become vested and shall be converted automatically into performance share units with respect to a number of shares of Parent Common Stock (and otherwise subject to the terms of the Company Stock Plans, and the agreements evidencing grants thereunder) equal to the product of the number of shares of Company Common Stock subject to such Company Performance Share Units multiplied by the Exchange Ratio, provided that any fractional share of Parent Common Stock resulting therefrom shall be rounded down to the nearest whole share. (iv) At the Effective Time, each Company Deferred Stock Unit which is outstanding immediately prior to the Effective Time, whether or not vested, shall be cancelled and the holder of such Company Deferred Stock Unit shall be entitled to receive in settlement thereof, as soon as practicable, but no later than ninety (90) days following the Effective Time, a number of shares of Cedar Parent Common Stock, Stock equal to the product of the number of shares of Company Common Stock subject to the Deferred Stock Units and the Exchange Ratio. The resulting number of shares of Parent Common Stock shall be rounded up down to the nearest whole share, equal and the holder shall be entitled to the product receive cash in lieu of (1) any fractional shares. Payments hereunder shall be reduced by the applicable Performance Adjusted RSU Amount tax withholdings. (v) Each equity-based award converted or cancelled in accordance with this Section 6.04(a) will be hereinafter referred to as defined below), multiplied by a “Converted Award”. (2b) the Exchange Ratio; provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit as of the Effective Time causes such Pine Restricted Stock Unit to be settled for shares of Pine Common Stock at At the Effective Time, Parent shall assume all the obligations of the Company under the Company Stock Plans, and each outstanding Converted Award and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of the Converted Awards appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Awards shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Pine Parent Common Stock shall be converted into under the right to receive Parent Stock Plans for delivery upon exercise or settlement of the Merger Consideration Converted Awards in accordance with this Section 2.10(c); and 6.04. As soon as reasonably practicable, but in no event later than 20 days, after the Effective Time, Parent shall file a registration statement on Form S-8 (iiior any successor or other appropriate form) with respect to the Pine ESPP, (A) each purchase right under the Pine ESPP outstanding on the day immediately prior to the Effective Time shall be automatically suspended and any contributions made for the then-current Offering (as defined in the Pine ESPP) will be returned to Pine ESPP participants, and (B) the Pine ESPP shall terminate, effective immediately as of the Effective Time. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine Restricted Stock Units outstanding immediately prior to the Effective Time, a number of shares of Pine Common Stock equal to the sum of (i) the product of (A) the total number of shares of Pine Common Stock that would be delivered to the holder of such award based on the actual achievement of the performance goals applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day prior to the Effective Time, as reasonably determined by the Pine Board (or a committee thereof), and assuming the satisfaction of all other conditions to such delivery, multiplied by (B) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine Parent Common Stock subject to the Converted Awards and shall use commercially reasonable efforts to maintain the effectiveness of such award registration statement or registration statements (assuming and maintain the satisfaction of all conditions to such delivery, including target-level achievement current status of the performance goals applicable to prospectus or prospectuses contained therein) for so long as such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, and rounded up to the nearest four decimal placesConverted Awards remain outstanding.

Stock Plans; Benefit Plans. (a) Prior to As of the Effective Time, by virtue of the Pine Board (or, if appropriate, Merger and without any committee action on the part of the holders thereof) shall adopt such resolutions as are necessary to effect the following: (i) unless otherwise specifically agreed with any particular holder of a Pine Stock Option, adjust the terms of all outstanding Pine Stock Options to provide that, at the Effective Time, each Pine Ticketmaster Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (a “Converted Cedar Live Nation Option”) to acquire, on the same terms and conditions as were applicable under such Pine Ticketmaster Stock Option immediately prior to the Effective Time, a the number of shares of Cedar Live Nation Common Stock determined by multiplying the number of shares of Pine Ticketmaster Common Stock subject to such Pine Ticketmaster Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded and rounding down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Pine Ticketmaster Stock Option by the Exchange Ratio, rounded and rounding up to the nearest whole cent; provided, however, that each Pine Ticketmaster Stock Option (xA) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the foregoing in a manner consistent with the requirements of Section 424 of the Code and (yB) shall be adjusted in a manner which complies with Section 409A of the CodeCode and that causes the resulting Converted Live Nation Options not to constitute the grant of a new option or a change in the form of payment of an option, as provided under Treasury Regulation section 1.409A-1(b)(5)(v)(D); (ii) unless otherwise specifically agreed with any particular holder of a Pine Restricted Stock Unit, adjust the terms of all outstanding Pine Restricted Stock Units to provide that, at the Effective Time, each award of Pine Ticketmaster Restricted Stock Units outstanding immediately prior to the Effective Time shall represent, immediately after the Effective Time, the right to receivebe converted, on the same terms and conditions (other than the terms and conditions relating applicable to the achievement of performance goals) as were applicable under such Pine Ticketmaster Restricted Stock Unit Units immediately prior to the Effective Time, into a number of restricted stock units corresponding to shares of Live Nation Common Stock (“Converted Live Nation Restricted Stock Units”) determined by multiplying the number of shares of Cedar Ticketmaster Common Stock, rounded Stock subject to such award immediately prior to the Effective Time by the Exchange Ratio and rounding up or down to the nearest whole share, equal to the product of (1) the applicable Performance Adjusted RSU Amount (as defined below), multiplied by (2) the Exchange Ratio; provided that, notwithstanding the foregoing, to the extent that acceleration of vesting of a Pine Restricted Stock Unit as of the Effective Time causes such Pine Restricted Stock Unit to be settled for shares of Pine Common Stock at the Effective Time, such shares of Pine Common Stock shall be converted into the right to receive the Merger Consideration in accordance with Section 2.10(c); and; (iii) with respect to the Pine ESPP, (A) each purchase right under the Pine ESPP award of Ticketmaster Restricted Stock outstanding on the day immediately prior to the Effective Time shall be automatically suspended converted, on the same terms and any contributions made for the then-current Offering (as defined in the Pine ESPP) will be returned conditions applicable to Pine ESPP participants, and (B) the Pine ESPP shall terminate, effective immediately as of the Effective Time. (b) For purposes of this Section 6.04, the term “Performance Adjusted RSU Amount” shall mean, with respect to any award of Pine such Ticketmaster Restricted Stock Units outstanding immediately prior to the Effective Time, a into the number of shares of Pine Common Live Nation Restricted Stock equal to (“Converted Live Nation Restricted Stock”) determined by multiplying the sum of (i) the product of (A) the total number of shares of Pine Common Ticketmaster Restricted Stock that would be delivered subject to such award immediately prior to the holder of such award based Effective Time by the Exchange Ratio and rounding up or down to the nearest whole share; and (iv) each Ticketmaster Director Share Unit “account” (as defined under the Ticketmaster Deferred Compensation Plan for Non-Employee Directors) shall be converted, on the actual achievement of the performance goals same terms and conditions applicable to such award (if any) during the portion of the applicable performance period ending on the Business Day Ticketmaster Director Share Unit account immediately prior to the Effective Time, as reasonably determined by the Pine Board (or into an account of director share units corresponding to a committee thereof), and assuming the satisfaction of all other conditions to such delivery, multiplied by (B) a fraction, the numerator of which is the number of days in the performance period applicable to such award that elapsed between the first day of the performance period applicable to such award and the Closing Date and the denominator of which is the total number of days in such performance period (the “Pro Ration Fraction”), and rounded up to the nearest four decimal places, and (ii) the product of (A) the target number of shares of Pine Live Nation Common Stock (“Converted Live Nation Director Share Units”) determined by multiplying the number of Ticketmaster Director Share Units held in such account immediately prior to the Effective Time by the Exchange Ratio and rounding up or down to the nearest whole share. Prior to the Effective Time, the Ticketmaster Board (or, if appropriate, any committee thereof) shall adopt such resolutions and take such other actions as are necessary, including without limitation providing any required notices and obtaining any required consents (if any), to effectuate the provisions of this Section 2.3(a). (b) At the Effective Time, Live Nation shall assume all the obligations of Ticketmaster under the Ticketmaster Stock Plans, each outstanding Converted Live Nation Equity Award and the agreements evidencing the grants thereof, and the number and kind of shares available for issuance under each Ticketmaster Stock Plan shall be adjusted to reflect shares of Live Nation Common Stock in accordance with the provisions of the applicable Ticketmaster Stock Plan. As soon as practicable after the Effective Time, Live Nation shall deliver to the holders of Converted Live Nation Equity Awards appropriate notices setting forth such holders’ rights, and the original agreements evidencing the grants of such Converted Live Nation Equity Awards shall continue in effect on the same terms and conditions as those in effect prior to the Effective Time (subject to the adjustments required by this Section 2.3 after giving effect to the Merger). (c) Live Nation shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Live Nation Common Stock for delivery upon exercise or settlement of the Converted Live Nation Equity Awards in accordance with this Section 2.3. As soon as reasonably practicable after the Effective Time, if and to the extent necessary to cause a sufficient number of shares of Live Nation Common Stock to be registered and issuable under Converted Live Nation Equity Awards, Live Nation shall file a post-effective amendment to the Form S-4 or registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Live Nation Common Stock subject to Converted Live Nation Equity Awards and shall use its reasonable commercial efforts to maintain the effectiveness of such award registration statement or registration statements (assuming and maintain the satisfaction of all conditions to such delivery, including target-level achievement current status of the performance goals applicable to prospectus or prospectuses contained therein) for so long as such award) multiplied by (B) a fraction equal to one minus the Pro Ration Fraction, and rounded up to the nearest four decimal placesConverted Live Nation Equity Awards remain outstanding.