Common use of Treatment of Company Awards Clause in Contracts

Treatment of Company Awards. (a) In accordance with the terms of the Company Stock Plan, the Company shall provide that, immediately prior to the Effective Time, each option to purchase Shares (a “Company Option”) granted under the Company Stock Plan that, in each case, is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be cancelled, and the holder thereof shall be entitled to receive at the Effective Time from the Company, or as soon as practicable thereafter from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the product of (i) the number of Shares previously subject to such Option, and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. (b) The Company shall provide that, immediately prior to the Effective Time, each Share that is subject to a restricted share award that is outstanding immediately prior to the Effective Time and remains subject to vesting or other lapse restrictions pursuant to the Company Stock Plan (including “Career Shares” and Shares credited to restricted share awards as dividend equivalents) (each a “Restricted Share”) shall vest and become free of all such restrictions as of the Effective Time, and at the Effective Time the holder thereof shall, subject to this Article IV, be entitled to receive the Per Share Merger Consideration from the Company in exchange for each such Restricted Share, less any required withholding taxes. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, take all actions necessary to provide that any outstanding offering periods in effect as of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”) shall continue through the next scheduled purchase date pursuant to their terms and shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or prior to the Effective Time, the Company (at the direction of the Special Committee) and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c). The Company (at the direction of the Special Committee) shall use its reasonable best efforts to ensure that from and after the Effective Time neither the Mutual Group nor the Surviving Corporation will be required to deliver Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Awards.

Treatment of Company Awards. (a) In accordance with the terms of the Company Stock Plan, the Company shall provide that, immediately prior Prior to the Effective Time, the Company shall take or cause to be taken all action reasonably necessary to ensure that, at the occurrence of the Effective Time, (i) each option outstanding deferred stock unit issued pursuant to purchase Shares a Deferred Stock Unit Award Agreement (a “Company OptionDSU Award Agreement”), (ii) each performance share award issued pursuant to a Performance Share Award Agreement (a “Performance Share Award Agreement”) granted under the Company and (iii) each outstanding restricted stock unit award issued pursuant to a Restricted Stock Plan thatAward Agreement (“RSU Award Agreement”), in each casecase under the Stock Plan (each, is outstanding a “Company Award” and unexercised collectively, the “Company Awards”), shall be cancelled and shall entitle the holder thereof to receive, as of soon as reasonably practicable (but not later than five (5) Business Days) after the Effective Time (whether vested or unvested) shall be cancelledand in accordance with applicable Law, the Stock Plan and the holder thereof shall be entitled to receive at the Effective Time applicable award agreement(s), from the Company, Purchaser or as soon as practicable thereafter from the Surviving Corporation, in consideration for such cancellation, solely an amount in cash equal to the product of (ix) the number of Shares previously subject to such OptionCompany Award immediately prior to the Effective Time (for this purpose, and the number of Shares subject to Company Awards under Performance Share Award Agreements shall be the number of Earned Performance Shares within the meaning of Section 4(a) of each of the Performance Share Award Agreements (iias determined by the Company Board in accordance with the Stock Plan prior to the Effective Time based on the most recently available relevant Company financial information at the time of such determination), multiplied by (y) the Per Share Merger Consideration (or, if such Company Award contemplates the payment of a specified exercise price, the excess, if any, of the Per Share Merger Consideration over such exercise price) (the exercise price per Share previously subject to aggregate amount of such Option, less any required withholding taxes. (b) The Company shall provide that, immediately prior cash payable to the Effective Time, each Share that is subject to a restricted share award that is outstanding immediately prior to the Effective Time and remains subject to vesting or other lapse restrictions pursuant to the Company Stock Plan (including “Career Shares” and Shares credited to restricted share awards as dividend equivalents) (each a “Restricted Share”) shall vest and become free holders of all such restrictions as of the Effective TimeCompany Awards, and at the Effective Time the holder thereof shall, subject to this Article IV, be entitled to receive the Per Share Merger Consideration from the Company in exchange for each such Restricted Share, less any required withholding taxes. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, take all actions necessary to provide that any outstanding offering periods in effect as of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPPAward Consideration”) shall continue through the next scheduled purchase date pursuant to their terms and shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or prior to the Effective Time, the Company (at the direction of the Special Committee) and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c). The Company (at the direction of the Special Committee) shall use its reasonable best efforts to ensure that from and after the Effective Time neither the Mutual Group nor the Surviving Corporation will be less applicable Taxes required to deliver Shares or other capital stock of the Company be withheld with respect to any Person pursuant to or such payment as provided in settlement of Company AwardsSection 3.2(g).

Treatment of Company Awards. (a) In accordance with the terms As of the Effective Time, without any action on the part of the holder thereof or any other Person (but subject to Section 3.8(c)), each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall automatically be converted into an option to purchase shares of Acquiror Common Stock Planset forth in the Allocation Schedule (each, an “Acquiror Option”) upon substantially the same terms and conditions as are in effect with respect to the corresponding Company shall provide that, Option immediately prior to the Effective Time, each option including with respect to purchase Shares vesting and termination-related provisions except that (a “Company Option”a) granted under such Acquiror Option shall entitle the Company holders, upon exercise, to that whole number of shares of Acquiror Common Stock Plan that, in each case, is outstanding and unexercised as of (rounded down to the Effective Time (whether vested or unvestednearest whole share) shall be cancelled, and the holder thereof shall be entitled to receive at the Effective Time from the Company, or as soon as practicable thereafter from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the product of (i) the number of Shares previously shares of Company Common Stock subject to such Option, and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. (b) The Company shall provide that, Option immediately prior to the Effective Time, multiplied by the Per Company Share Merger Consideration, and (b) the exercise price per share for each such Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Per Company Share Merger Consideration (rounded up to the nearest full cent); provided, however, that, to the extent applicable, the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that is such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. As of the Effective Time, all Company Options will no longer be outstanding and each holder of Acquiror Options will cease to have any rights with respect to such Company Options, except as set forth in this Section 3.8. For the avoidance of doubt, each holder of an Acquiror Option as of immediately following the Effective Time shall also be entitled to receive its Pro Rata Share of any Company Earnout Shares in accordance with Section 3.5 hereof. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the shares of Acquiror Common Stock underlying the Acquiror Options that are converted from Company Options shall be included in, and shall not be in addition to, the total number of shares of Acquiror Common Stock constituting the Base Purchase Price. (b) As of the Effective Time, without any action on the part of the holder thereof or any other Person (but subject to a restricted share Section 3.8(c)), each award of Company RSUs that is outstanding and unsettled as of immediately prior to the Effective Time shall automatically be converted into an award of restricted stock units relating to shares of Acquiror Common Stock set forth in the Allocation Schedule (“Acquiror RSUs”) upon substantially the same terms and remains conditions as are in effect with respect to such Company RSU award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Acquiror RSU award shall entitle the holders, upon vesting and settlement, to that whole number of shares of Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to vesting or other lapse restrictions pursuant such Company RSU award immediately prior to the Effective Time, multiplied by the Per Company Stock Plan (including “Career Shares” and Shares credited to restricted share awards as dividend equivalents) (each a “Restricted Share”) shall vest and become free of all such restrictions as Share Merger Consideration. As of the Effective Time, all Company RSUs will no longer be outstanding and at each holder of Acquiror RSUs will cease to have any rights with respect to such Company RSUs, except as set forth in this Section 3.8. For the avoidance of doubt, each holder of an Acquiror RSU as of immediately following the Effective Time the holder thereof shall, subject to this Article IV, shall also be entitled to receive its Pro Rata Share of any Company Earnout Shares in accordance with Section 3.5 hereof. Notwithstanding the Per Share Merger Consideration foregoing or anything to the contrary contained in this Agreement, the shares of Acquiror Common Stock underlying the Acquiror RSUs that are converted from Company RSUs shall be included in, and shall not be in addition to, the Company in exchange for each such Restricted Share, less any required withholding taxestotal number of shares of Acquiror Common Stock constituting the Base Purchase Price. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, take all actions necessary to provide that any outstanding offering periods in effect as of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”) shall continue through the next scheduled purchase date pursuant to their terms and shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or prior Prior to the Effective Time, the Company (at the direction of the Special Committee) and the compensation committee of the board of directors of the Company, as applicable, Board shall adopt any such resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c). The Company (at the direction of the Special Committee) shall use its reasonable best efforts to ensure that from and after the Effective Time neither the Mutual Group nor the Surviving Corporation will take all such other action as may be required to deliver Shares or other capital stock of necessary in accordance with the Company Incentive Plan (including the award agreements in accordance with the Company Incentive Plan) to any Person pursuant give effect to or in settlement of Company Awardsthe transactions contemplated by this Section 3.8.

Treatment of Company Awards. (a) In accordance with the terms As of the Company Stock Plan, the Company shall provide that, immediately prior to the Effective Time, each option to purchase Shares Company Option (a “Company Option”or portion thereof) granted under the Company Stock Plan that, in each case, is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be cancelled, and the holder thereof shall be entitled to receive at the Effective Time from the Company, or as soon as practicable thereafter from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the product of (i) the number of Shares previously subject to such Option, and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. (b) The Company shall provide that, immediately prior to the Effective Time, each Share that is subject to a restricted share award that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Acquiror and converted automatically at the Effective Time into an option to purchase shares of Domesticated Acquiror Common Stock upon substantially the same terms and remains conditions as are in effect with respect to such Company Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror Option”), except that (i) such Acquiror Option shall relate to that whole number of shares of Domesticated Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to vesting or other lapse restrictions pursuant such Company Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Acquiror Option shall be equal to the exercise price per share of such Company Stock Plan Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (including “Career Shares” and Shares credited the exercise price per share, as so determined, being rounded up to restricted share awards as dividend equivalents) (each the nearest full cent); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “Restricted Share”modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. Prior to the Effective Time, each Company Option that is then outstanding with an exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled without consideration therefor. (b) shall vest and become free of all such restrictions as As of the Effective Time, each Company RSU (or portion thereof) that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Acquiror and converted automatically at the Effective Time into a restricted stock unit in respect of shares of Domesticated Acquiror Common Stock upon substantially the holder thereof shallsame terms and conditions as are in effect with respect to such Company RSU immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror RSU”), except that such Acquiror RSU shall relate to that whole number of shares of Domesticated Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to this Article IVsuch Company RSU immediately prior to the Effective Time, be entitled to receive multiplied by the Per Share Merger Consideration from the Company in exchange for each such Restricted Share, less any required withholding taxesExchange Ratio. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, take all actions necessary to provide that any outstanding offering periods in effect as of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”) shall continue through the next scheduled purchase date pursuant to their terms and shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or prior Prior to the Effective Time, the Company (at shall take all actions necessary or appropriate to effect the direction treatment of the Special Committee) and the compensation committee of the board of directors of the CompanyCompany Awards pursuant to Section 3.2 or this Section 3.3, including, as applicable, shall adopt any adopting resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c)obtaining consents or acknowledgments from any holders thereof. The Company (at the direction of the Special Committee) shall use its reasonable best efforts to ensure that from and after At the Effective Time neither Time, Acquiror shall assume the Mutual Group nor Company Stock Plan and shall assume all the Surviving Corporation will be required to deliver Shares or other capital stock obligations of the Company under the Company Stock Plan, and the number and kind of shares available for issuance under the Company Stock Plan shall be adjusted to any Person pursuant to or in settlement reflect shares of Company AwardsAcquiror Common Stock.

Treatment of Company Awards. (a) In accordance with the terms As of the Company Stock PlanEffective Time, by virtue of the Merger and without any action on the part of Acquiror, the Company or any holder of a Company Option, each Company Option that is then outstanding immediately prior to the Effective Time shall provide that, be converted into an option to purchase shares of Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, each option including with respect to purchase Shares vesting and termination-related provisions (a each, an “Company Acquiror Option”) granted under except that (i) such Acquiror Option shall provide the right to purchase the number of shares of Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of the Company Stock Plan thatOptions will be made in a manner consistent with Treasury Regulation Section 1.424-1, in each case, is outstanding and unexercised as such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. (b) As of the Effective Time (whether vested Time, by virtue of the Merger and without any action on the part of Acquiror, the Company or unvested) shall be cancelledany holder of a Company RSU Award, and the holder thereof shall be entitled each Company RSU Award that is outstanding immediately prior to receive at the Effective Time from shall be converted into an Acquiror RSU Award with substantially the Companysame terms and conditions as were applicable to such Company RSU Award immediately prior to the Effective Time, or including with respect to vesting and termination-related provisions, except that such Acquiror RSU Award shall be comprised of that number of Acquiror RSUs as soon as practicable thereafter from the Surviving Corporation, in consideration for such cancellation, an amount in cash is equal to the product of (i) the number of Shares previously Company RSUs subject to such Option, and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. (b) The Company shall provide that, RSU Award immediately prior to the Effective Time, each Share that is subject to a multiplied by (ii) the Exchange Ratio, with any fractional restricted share award that is outstanding immediately prior stock units rounded down to the Effective Time and remains subject to vesting or other lapse restrictions pursuant to the Company Stock Plan (including “Career Shares” and Shares credited to nearest whole restricted share awards as dividend equivalents) (each a “Restricted Share”) shall vest and become free of all such restrictions as of the Effective Time, and at the Effective Time the holder thereof shall, subject to this Article IV, be entitled to receive the Per Share Merger Consideration from the Company in exchange for each such Restricted Share, less any required withholding taxesstock unit. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, shall take all actions necessary to provide that any outstanding offering periods in effect as permit the treatment of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”) shall continue through the next scheduled purchase date Awards pursuant to their terms this Section 3.3 in accordance with the Company Incentive Plan and the applicable award agreements and the Company and Acquiror shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or Acquiror Option may be exercised prior to the Effective Timeeffective date of an applicable Form S-8 (or other applicable form, the Company (at the direction including Form S-1 or Form S-3) of the Special Committee) and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c)Acquiror. The Company (at the direction Board of the Special Committee) shall use its reasonable best efforts to ensure that from and after the Effective Time neither the Mutual Group nor the Surviving Corporation will be required to deliver Shares or other capital stock Directors of the Company shall amend the Company Incentive Plan and take all other necessary actions, effective as of immediately prior to any Person pursuant the Closing, in order to or in settlement of provide that no new Company AwardsAwards will be granted under the Company Incentive Plan.

Treatment of Company Awards. (a) In accordance with the terms As of the Effective Time, each Company Option that is then outstanding shall be converted into an option to purchase shares of Domesticated Acquiror Class A Common Stock Plan, upon substantially the Company shall provide that, same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, each option including with respect to purchase Shares vesting and termination-related provisions (a each, an “Company Acquiror Option”) granted under except that (i) such Acquiror Option shall provide the right to purchase that whole number of shares of Domesticated Acquiror Class A Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of the Company Stock Plan thatOptions will be made in a manner consistent with Treasury Regulation Section 1.424-1, in such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. (b) As of the Effective Time, each case, Company RSU Award that is outstanding and unexercised as of unvested immediately prior to the Effective Time (whether vested or unvested) shall be cancelledconverted into an Acquiror RSU Award with substantially the same terms and conditions as were applicable to such Company RSU Award immediately prior to the Effective Time, including with respect to vesting and the holder thereof termination-related provisions, except that such Acquiror RSU Award shall be entitled to receive at the Effective Time from the Company, or comprised of that number of Acquiror RSUs as soon as practicable thereafter from the Surviving Corporation, in consideration for such cancellation, an amount in cash is equal to the product of (i) the number of Shares previously Company RSUs subject to such Option, and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. (b) The Company shall provide that, RSU Award immediately prior to the Effective Time, each Share that is subject to a multiplied by (ii) the Exchange Ratio, with any fractional restricted share award that is outstanding immediately prior stock units rounded down to the Effective Time and remains subject to vesting or other lapse restrictions pursuant to the Company Stock Plan (including “Career Shares” and Shares credited to nearest whole restricted share awards as dividend equivalents) (each a “Restricted Share”) shall vest and become free of all such restrictions as stock unit. As of the Effective Time, the Liquidity Event Vesting Company RSUs will be simultaneously settled, canceled and at converted into the Effective Time right to receive the holder thereof shallapplicable portion of the Aggregate Merger Consideration for each share of Company Common Stock as set forth in Section 3.1(c), subject to this Article IV, be entitled to receive the Per Share Merger Consideration from the Company in exchange for each such Restricted Share, less any required withholding taxesapplicable Tax withholding. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, shall take all necessary actions necessary to provide that any outstanding offering periods in effect as the treatment of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”) shall continue through the next scheduled purchase date Awards pursuant to their terms this Section 3.3 in accordance with the Company Incentive Plans and the applicable award agreements and Acquiror shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or Acquiror Option may be exercised prior to the Effective Timeeffective date of an applicable Form S-8 (or other applicable form, the Company (at the direction including Form S-1 or Form S-3) of the Special Committee) and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c)Acquiror. The Company (at the direction Board of the Special Committee) shall use its reasonable best efforts to ensure that from and after the Effective Time neither the Mutual Group nor the Surviving Corporation will be required to deliver Shares or other capital stock Directors of the Company shall amend the Company Incentive Plans and take all other necessary actions, effective as of immediately prior to any Person pursuant the Closing, in order to or in settlement of provide that no new Company AwardsAwards will be granted under the Company Incentive Plans.

Treatment of Company Awards. (a) In accordance with At the terms Effective Time, each Company RSU that is outstanding as of the Company Stock Plan, the Company shall provide that, immediately prior to the Effective TimeTime shall, each option to purchase Shares (a “Company Option”) granted under automatically and without any action on the part of Parent, the Company Stock Plan thator the holder thereof, vest in each case, is outstanding full and unexercised as of the Effective Time (whether vested or unvested) shall be cancelled, and with the holder thereof shall be of such Company RSU becoming entitled to receive at the Effective Time from the Company, or as soon as practicable thereafter from the Surviving Corporationreceive, in consideration for full satisfaction of the rights of such cancellationholder with respect thereto, an amount in cash cash, without interest, equal to the product of (i) the number of Shares previously subject to the Company RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, less any applicable Taxes required to be withheld with respect to such Optionpayment. (b) At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the part of Parent, the Company or the holder thereof, vest in full and be cancelled, with the holder of such Company PSU becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest, equal to the product of (i) the number of Shares subject to the Company PSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, less any applicable Taxes required to be withheld with respect to such payment. For purposes of clause (i) of the immediately preceding sentence, the number of Shares subject to a Company PSU immediately prior to the Effective Time shall be determined: (A) in the case of Total Shareholder Return Company PSUs, based on the greater of the target level and the actual level of performance measured as of the date that is ten (10) days prior to Closing (the “Measurement Date”) and using the value of the Merger Consideration as the Company’s “Ending Stock Price” to calculate performance under the applicable award agreement; and (iiB) in the case of Adjusted Cash Flow Company PSUs, based on (1) actual performance for performance periods that have been completed as of the Measurement Date, (2) the greater of the target level and the actual level of performance measured as of the Measurement Date in respect of performance periods that are ongoing as of the Measurement Date and (3) target performance in respect of performance periods that have not commenced as of the Measurement Date. (c) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time shall, automatically and without any action on the part of Parent, the Company or the holder thereof, be cancelled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price per Share previously subject to of such Company Option, less any required withholding taxes. multiplied by (bii) The the number of Shares covered by such Company shall provide that, Option immediately prior to the Effective Time, each Share that is subject to a restricted share award that is outstanding immediately prior to the Effective Time and remains subject to vesting or other lapse restrictions pursuant to the Company Stock Plan (including “Career Shares” and Shares credited to restricted share awards as dividend equivalents) (each a “Restricted Share”) shall vest and become free of all such restrictions as of the Effective Time, and at the Effective Time the holder thereof shall, subject to this Article IV, be entitled to receive the Per Share Merger Consideration from the Company in exchange for each such Restricted Share, less any required withholding taxes. (c) The Company (at the direction of the Special Committee) shall, after the date hereof, take all actions necessary to provide that any outstanding offering periods in effect as of the opening of business on the date hereof under the Company’s Employee Stock Purchase Plan or any other plan, program or arrangement intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”) shall continue through the next scheduled purchase date pursuant to their terms and shall ensure that no new offering periods thereunder shall commence following the date hereof. (d) At or prior to the Effective Time, the Company (at the direction of the Special Committee) and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and use its reasonable best efforts to effectuate the provisions of Section 4.3(a), 4.3(b) and 4.3(c). The Company (at the direction of the Special Committee) shall use its reasonable best efforts to ensure that from and after the Effective Time neither the Mutual Group nor the Surviving Corporation will be applicable Taxes required to deliver Shares be withheld with respect to such payment. For the avoidance of doubt, if the per Share exercise price of such Company Option equals or other capital stock of exceeds the Merger Consideration, such Company to any Person pursuant to or in settlement of Company AwardsOption shall be cancelled for no consideration.