Common use of Treatment of Company Equity-Based Awards Clause in Contracts

Treatment of Company Equity-Based Awards. The Board of Directors of the Company (or the relevant committee thereof responsible for administration of the Company Stock Plans) has adopted or shall adopt prior to the Acceptance Time resolutions, and the Company has taken or shall take prior to the Acceptance Time all actions (including obtaining consent from any applicable holder), necessary to ensure that, as of the Acceptance Time, each Equity Right consisting of, based on or relating to shares of Company Common Stock granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock Plan”) (each, a “Company Stock-Based Award”) which is outstanding immediately prior to the Acceptance Time shall be treated as set forth below: (a) each Company Restricted Share shall become fully vested immediately prior to the Acceptance Time pursuant to its terms and without any action on the part of any holder thereof; (b) each Company Phantom Unit shall be fully vested at the Acceptance Time and the holder thereof shall be entitled to receive, in consideration therefor, a cash payment from the Company equal to the product of (A) the number of shares of Company Common Stock subject to such Company Phantom Unit immediately prior to the Acceptance Time and (B) the Cash Equivalent Amount, which cash payment shall be delivered by the Company to such holder as promptly as practicable following the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations); and (c) each Company Performance Share Award and each Company Phantom Performance Award shall be canceled at the Acceptance Time and the holder thereof shall be entitled to receive, in consideration for such cancellation, the product of (A) the greater of (1) the number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award based on the Company’s actual performance calculated using actual quarters completed through the Acceptance Time and (2) the target number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award and (B) the Cash Equivalent Amount, which cash payment shall be delivered by the Company to such holder as promptly as practicable following the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations).

Treatment of Company Equity-Based Awards. The Board of Directors (i) As of the Company (or the relevant committee thereof responsible for administration of the Company Stock Plans) has adopted or shall adopt prior to the Acceptance Time resolutions, and the Company has taken or shall take prior to the Acceptance Time all actions (including obtaining consent from any applicable holder), necessary to ensure that, as of the Acceptance Effective Time, each Equity Right consisting ofthen outstanding, based on or relating to shares unvested restricted share of Company Common Stock granted awarded under any equity or equity-based compensation plan or arrangement of the Company Stock Plans (each, a “Company Stock PlanRestricted Share”) shall become free of all restrictions and fully vested, and shall be cancelled and treated in connection with the Merger as if such Company Restricted Share was a share of Company Common Stock, including the right to receive the Merger Consideration pursuant to Section 2.01(c) with respect to each such Company Restricted Share (the “Restricted Share Consideration”) upon the surrender of such Restricted Shares as provided in Section 2.01(d)(vi). (ii) As of the Effective Time, each then outstanding option to purchase shares of Company Common Stock (other than Rollover Options) under the Company Stock Plans (each, a “Company Stock-Based AwardOption”) which is outstanding immediately prior to the Acceptance Time ), whether vested or unvested, shall be treated as set forth below: (a) each Company Restricted Share cancelled and shall become fully vested immediately prior to the Acceptance Time pursuant to its terms and without any action on the part of any holder thereof; (b) each Company Phantom Unit shall be fully vested at the Acceptance Time and entitle the holder thereof shall be entitled to receive, as soon as reasonably practicable after the Effective Time, an amount in consideration thereforcash (without interest), a cash payment from the Company subject to any applicable withholding Tax, equal to the product of (Ax) the total number of shares of Company Common Stock subject to such Company Phantom Unit immediately prior Option multiplied by (y) the excess, if any, of the value of the Merger Consideration over the exercise price per share of such Company Option (with the aggregate amount of such payment rounded to the Acceptance Time and nearest whole cent) (B) the Cash Equivalent Amount“Option Consideration”). For purposes of clarity, which cash no payment shall be delivered made with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds the amount of the Merger Consideration. (iii) Effective as of the Effective Time, each Rollover Option that is held by a Rollover Person and that is outstanding, whether vested or unvested, and unexercised as of the Effective Time shall be cancelled and exchanged for options to purchase shares of common stock of Parent pursuant to the terms and conditions of the applicable Rollover Agreement; provided that any such cancellation and exchange shall be effected in a manner that does not result in the grant of a new stock right constituting a deferral of compensation within the meaning of Treasury Regulation § 1.409A-1(b)(5)(v). (iv) Prior to the Effective Time, the Company, the Company Board and the compensation committee, as applicable, shall adopt any resolutions and shall take any actions necessary or appropriate (including obtaining any required Consents and any other action reasonably requested by Parent) to effectuate the provisions of this Section 2.01(d), including, without limitation, amending the terms of the Rollover Options to effectuate the provisions of Section 2.01(d)(iii) and providing holders of Company Options with notice of their rights with respect to any such Company Options as provided herein. (v) From and after the Effective Time, each Company Option shall no longer represent the right to acquire Company Common Stock. Prior to the Effective Time, the Company shall take all actions necessary to ensure that, from and after the Effective Time, neither Parent nor the Surviving Corporation will be required to deliver shares of Company Common Stock or other capital stock of the Company to such holder any Person pursuant to or in settlement of Company Options (other than with respect to the Rollover Options) or Company Restricted Shares. (vi) Parent shall cause the Surviving Corporation to pay, less applicable withholding amounts in accordance with Section 2.02(d), (i) the Option Consideration as promptly as practicable following the Acceptance Time contemplated in this Section 2.01(d) within five (but in any event within the period required by Section 409A 5) Business Days of the Code, such that it qualifies Closing Date and (ii) the Restricted Share Consideration as a “short-term deferral” contemplated in this Section 2.01(d) promptly upon receipt of the same documents and information (including Certificates) required to be received by the Paying Agent pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations); and (c) each Company Performance Share Award and each Company Phantom Performance Award shall be canceled at the Acceptance Time and the 2.02 in order for a holder thereof shall be entitled to receive, in consideration for such cancellation, the product of (A) the greater of (1) the number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award based on the Company’s actual performance calculated using actual quarters completed through the Acceptance Time and (2) the target number of be entitled to receive Merger Consideration with respect to its shares of Company Common Stock subject to such (other than any Company Performance Share Award or Company Phantom Performance Award and (B) the Cash Equivalent Amount, which cash payment shall be delivered by the Company to such holder as promptly as practicable following the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury RegulationsRestricted Shares).

Treatment of Company Equity-Based Awards. The Board of Directors (a) As of the Company (or Effective Time, automatically and without any required action on the relevant committee thereof responsible for administration part of the holder thereof: (i) each vested Company Stock Plans) has adopted or shall adopt prior to the Acceptance Time resolutions, and the Company has taken or shall take prior to the Acceptance Time all actions RSU Award (including obtaining consent from any applicable holderCompany RSU Award that vests by its terms as a result of the consummation of the mergers or pursuant to this Section 2.03(a)(i)), necessary to ensure that, that is outstanding as of the Acceptance Time, each Equity Right consisting of, based on or relating to shares of Company Common Stock granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock Plan”) (each, a “Company Stock-Based Award”) which is outstanding immediately prior to the Acceptance Effective Time shall be treated as set forth below: (a) each Company Restricted Share shall become fully vested immediately prior to shall, at the Acceptance Effective Time pursuant to its terms automatically, and without any action on the part of Parent, the Company, Opco LLC, or any holder thereof;, be cancelled and converted into the right to receive, at the Effective Time, a number of shares of Parent Class A Common Stock equal to the Exchange Ratio multiplied by the number of vested Company RSU Awards held by such holder immediately prior to the Effective Time, with the total shares of Parent Class A Common Stock to be issued to a holder rounded up to the nearest whole share based on the total of such shares being issued to such holder, less applicable withholding taxes in accordance with Section 2.03(d). Notwithstanding anything to the contrary all otherwise unvested Company RSU Awards shall be treated as vested Company RSU Awards pursuant to this Section 2.03(a)(i). (bii) each Company Phantom Unit Public Warrant shall be fully vested at remain outstanding but become the Acceptance Time and the holder right to receive upon valid exercise thereof shall be entitled to receive, in consideration therefor, a cash payment from the Company shares of Parent Class A Common Stock equal to the product of (A) the number of shares of Company Class A Common Stock subject to such Company Phantom Unit Public Warrant immediately prior to the Acceptance Effective Time and (B) the Cash Equivalent AmountExchange Ratio, which cash payment shall be delivered by with the total shares of Parent Class A Common Stock underlying each Company Public Warrant rounded up to the nearest whole share, and with a corresponding change to the exercise price of such holder as promptly as practicable following Company Public Warrant based on the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations); andExchange Ratio. (ciii) each Company Performance Share Award and each Company Phantom Performance Award Private Warrant shall be canceled at remain outstanding but become the Acceptance Time and the holder right to receive upon valid exercise thereof shall be entitled shares of Parent Class A Common Stock equal to receive, in consideration for such cancellation, the product of (A) the greater of (1) the number of shares of Company Class A Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award based on Private Warrant immediately prior to the Company’s actual performance calculated using actual quarters completed through the Acceptance Effective Time and (2) the target number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award and (B) the Cash Equivalent AmountExchange Ratio, which cash payment with the total shares of Parent Class A Common Stock underlying each Company Private Warrant rounded up to the nearest whole share, and with a corresponding change to the exercise price of such Company Private Warrant based on the Exchange Ratio. (b) The Company and Parent shall each take, or cause to be delivered by taken, all action necessary, as applicable, to provide for the treatment of the Company Stock Awards as set forth in the foregoing provisions of this Section 2.03. (c) As of the Effective Time, Parent shall assume the Company Stock Plan, including (i) all of the obligations with respect to such holder all awards thereunder, as promptly assumed, cancelled or converted as set forth in the foregoing provisions of this Section 2.03 and (ii) with respect to any number of shares (as adjusted pursuant to the Exchange Ratio) that remain (or may again become) available for future issuance thereunder (“Remaining Company Stock Plan Shares”), subject to any limitations under applicable Law or any applicable securities exchange listing requirements. In addition, as soon as practicable following the Acceptance Time Effective Time, Parent shall file with the SEC one or more appropriate registration statements with respect to all converted Company Stock Awards under this Section 2.03 and all Parent Class A Common Stock that may be issued in connection with such converted Company Stock Awards and the Remaining Company Stock Plan Shares. (but in any event within d) For the period required by Section 409A avoidance of doubt, the Code, such that it qualifies as a “short-term deferral” payment of all amounts payable pursuant to this Section 1.409A-1(b)(42.03 shall be subject to appropriate withholding (as applicable) of the Treasury Regulations)for Taxes in accordance with Section 2.05.

Treatment of Company Equity-Based Awards. The Board of Directors (a) As of the Company (or Effective Time, automatically and without any required action on the relevant committee thereof responsible for administration part of the holder thereof: (i) each vested Company Stock Plans) has adopted or shall adopt prior to the Acceptance Time resolutions, RSU Award and the vested Company has taken or shall take prior to the Acceptance Time all actions PRSU Award (including obtaining consent from any applicable holderCompany RSU Award or Company PRSU Award that vests by its terms as a result of the consummation of the Mergers, including as set forth in this Section 2.3(a)(i), necessary to ensure that, ) that is outstanding as of the Acceptance Time, each Equity Right consisting of, based on or relating to shares of Company Common Stock granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock Plan”) (each, a “Company Stock-Based Award”) which is outstanding immediately prior to the Acceptance Effective Time shall be treated as set forth below: (a) each Company Restricted Share shall become fully vested immediately prior to shall, at the Acceptance Effective Time pursuant to its terms automatically, and without any action on the part of Parent, the Company or any holder thereof; , be cancelled and converted into the right to receive a number of shares of Parent Common Stock (b) each Company Phantom Unit shall to be fully vested at the Acceptance Time and issued to the holder thereof shall be entitled to receive, of such vested Company RSU Award or vested Company PRSU Award within 30 days following the Closing Date in consideration therefor, a cash payment from accordance with the terms of the Company RSU Award or the Company PRSU Award, as applicable), rounded up or down to the nearest whole share, equal to the product of (A) the number of shares of Company Class A Common Stock subject to such vested Company Phantom Unit RSU Award or vested Company PRSU Award immediately prior to the Acceptance Time Effective Time, and (B) the Cash Equivalent AmountExchange Ratio; provided, which cash payment however, notwithstanding anything to the contrary (x) in any Company RSU Award held by a non-employee member of the Company Board (a “Director Award”), all Director Awards will become fully vested as a result of the consummation of the Mergers and be treated as vested Company RSU Awards pursuant to this Section 2.3(a)(i) or (y) in any Company PRSU Award or Company Restricted Stock Award that contains performance-based vesting criteria (collectively, “Company Performance Awards”), all Company Performance Awards will be deemed to have become vested pursuant to their terms based on deemed achievement of the maximum level of performance applicable to such Company Performance Award as of the date immediately prior to the Effective Time and shall be delivered by the treated as vested Company PRSU Awards pursuant to this Section 2.3(a)(i) or, with respect to such holder Company Restricted Stock Awards, as promptly set forth in Section 2.1(a)(i); (ii) each unvested Company RSU Award (excluding any Company RSU Award that vests by its terms as practicable following the Acceptance Time (but in any event within the period required by Section 409A a result of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) consummation of the Treasury Regulations); and (cMergers) each Company Performance Share Award and each Company Phantom Performance Award that is outstanding as of immediately prior to the Effective Time shall be canceled at converted on the Acceptance same terms and conditions (including time-based vesting conditions) applicable to such unvested Company RSU Award under the applicable Company Plan and Company Award Agreement as of immediately prior to the Effective Time and into the holder thereof shall be entitled right to receivereceive a time-based restricted stock unit of Parent covering a number of shares of Parent Common Stock, in consideration for such cancellationrounded up or down to the nearest whole share, equal to the product of (A) the greater number of shares of Company Class A Common Stock subject to such unvested Company RSU Award immediately prior to the Effective Time and (B) the Exchange Ratio; and (iii) each unvested Company Restricted Stock Award (excluding any Company Restricted Stock Award that vests by its terms as a result of the Mergers, including as set forth in Section 2.3(a)(i), which shall be treated as set forth in Section 2.1(a)(i)) that is outstanding as of immediately prior to the Effective Time shall be converted on the same terms and conditions (including time-based vesting conditions) applicable to such Company Restricted Stock Award under the applicable Company Plan and Company Award Agreement as of immediately prior to the Effective Time into the right to receive time-based restricted shares of Parent Common Stock, rounded up or down to the nearest whole share, equal to the product of (1A) the number of shares of Company Class A Common Stock subject to such Company Performance Share Restricted Stock Award or Company Phantom Performance Award based on immediately prior to the Company’s actual performance calculated using actual quarters completed through the Acceptance Effective Time and (2) the target number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award and (B) the Cash Equivalent AmountExchange Ratio. (b) The Company and Parent shall each take, which cash payment shall or cause to be delivered by taken, all action necessary, as applicable, to provide for the treatment of the Company Stock Awards as set forth in the foregoing provisions of this Section 2.3. (c) As of the Effective Time, Parent shall assume the Parsley Energy, Inc. 2014 Long Term Incentive Plan, as amended and the Jagged Peak Energy 2017 Long Term Incentive Plan, including (i) all of the obligations with respect to such holder the Company Stock Awards, as promptly cancelled or converted as set forth in the foregoing provisions of this Section 2.3 and (ii) with respect to any number of shares (as adjusted pursuant to the Exchange Ratio) that remain (or may again become) available for future issuance thereunder (“Remaining Company Plan Shares”), subject to any limitations under applicable Law or any applicable securities exchange listing requirements. In addition, as soon as practicable following the Acceptance Time Effective Time, Parent shall file with the SEC one or more appropriate registration statements with respect to all converted Company Stock Awards under this Section 2.3 and all Parent Common Stock that may be issued in connection with such converted Company Stock Awards and the Remaining Company Plan Shares. (but in any event within d) For the period required by Section 409A avoidance of doubt, the Code, such that it qualifies as a “short-term deferral” payment of all amounts payable pursuant to this Section 1.409A-1(b)(42.3 shall be subject to appropriate withholding (as applicable) of the Treasury Regulations)for Taxes in accordance with Section 2.5.

Treatment of Company Equity-Based Awards. The Board of Directors of the Company (or the relevant committee thereof responsible for administration of the Company Stock PlansPlans (as defined below)) has adopted or shall adopt prior to the Acceptance Effective Time resolutions, and the Company has taken or shall take prior to the Acceptance Effective Time all actions (including including, without limitation, obtaining consent from any applicable holder), necessary to ensure that, as of the Acceptance Effective Time, each Equity Right consisting of, based on or relating to shares of Company Common Stock granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock Plan”) (each, a “Company Stock-Based Award”) which is outstanding immediately prior to the Acceptance Effective Time shall be treated as set forth below: (a) immediately prior to the Effective Time, each Company Restricted Share shall become fully vested immediately prior to at the Acceptance Effective Time pursuant to its terms and and, without any action on the part of any holder thereof, shall be converted into the right to receive the Merger Consideration; (b) each Company Phantom Unit shall be fully vested canceled at the Acceptance Effective Time and the holder thereof shall be entitled to receive, in consideration thereforfor such cancellation, a an amount of cash payment from the Company equal to the product of (A) the number of shares of Company Common Stock subject to such Company Phantom Unit immediately prior to the Acceptance Effective Time (whether or not vested) and (B) the Cash Equivalent AmountMerger Consideration, which cash payment amount shall be delivered by the Company payable to such holder as promptly as practicable following the Acceptance Effective Time in accordance with the provisions of Section 2.9 (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations) (such amount, the “Phantom Unit Amount”); and (c) each Company Performance Share Award and each Company Phantom Performance Award shall be canceled at the Acceptance Effective Time and the holder thereof shall be entitled to receive, in consideration for such cancellation, an amount of cash equal to the product of (A) the greater of (1) the number of shares of Company Common Stock subject to such Company Phantom Performance Share Award or Company Phantom Performance Share Award based on the Company’s actual performance calculated using actual quarters completed through the Acceptance Effective Time and (2) the target number of shares of Company Common Stock subject to such Company Phantom Performance Share Award or Company Phantom Performance Share Award and (B) the Cash Equivalent AmountMerger Consideration, which cash payment amount shall be delivered by the Company payable to such holder as promptly as practicable following the Acceptance Effective Time in accordance with the provisions of Section 2.9 (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations) (such amount, the “Performance Award Amount”).

Treatment of Company Equity-Based Awards. The Board of Directors of the Company (or the relevant committee thereof responsible for administration of the Company Stock PlansPlans (as defined below)) has adopted or shall adopt prior to the Acceptance Effective Time resolutions, and the Company has taken or shall take prior to the Acceptance Effective Time all actions (including including, without limitation, obtaining consent from any applicable holder), necessary to ensure that, as of the Acceptance Effective Time, each Equity Right consisting of, based on or relating to shares of Company Common Stock granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock Plan”) (each, a “Company Stock-Stock- Based Award”) which is outstanding immediately prior to the Acceptance Effective Time shall be treated as set forth below: (a) immediately prior to the Effective Time, each Company Restricted Share shall become fully vested immediately prior to at the Acceptance Effective Time pursuant to its terms and and, without any action on the part of any holder thereof, shall be converted into the right to receive the Merger Consideration; (b) each Company Phantom Unit shall be fully vested canceled at the Acceptance Effective Time and the holder thereof shall be entitled to receive, in consideration thereforfor such cancellation, a an amount of cash payment from the Company equal to the product of (A) the number of shares of Company Common Stock subject to such Company Phantom Unit immediately prior to the Acceptance Effective Time (whether or not vested) and (B) the Cash Equivalent AmountMerger Consideration, which cash payment amount shall be delivered by the Company payable to such holder as promptly as practicable following the Acceptance Effective Time in accordance with the provisions of Section 2.9 (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations) (such amount, the “Phantom Unit Amount”); and (c) each Company Performance Share Award and each Company Phantom Performance Award shall be canceled at the Acceptance Effective Time and the holder thereof shall be entitled to receive, in consideration for such cancellation, an amount of cash equal to the product of (A) the greater of (1) the number of shares of Company Common Stock subject to such Company Phantom Performance Share Award or Company Phantom Performance Share Award based on the Company’s actual performance calculated using actual quarters completed through the Acceptance Effective Time and (2) the target number of shares of Company Common Stock subject to such Company Phantom Performance Share Award or Company Phantom Performance Share Award and (B) the Cash Equivalent AmountMerger Consideration, which cash payment amount shall be delivered by the Company payable to such holder as promptly as practicable following the Acceptance Effective Time in accordance with the provisions of Section 2.9 (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations) (such amount, the “Performance Award Amount”).

Treatment of Company Equity-Based Awards. The Board of Directors of the Company (or the relevant committee thereof responsible for administration of the Company Stock Plans) has adopted or shall adopt prior to the Acceptance Time resolutions, and the Company has taken or shall take prior to the Acceptance Time all actions (including obtaining consent from any applicable holder), necessary to ensure that, as of the Acceptance Time, each Equity Right consisting of, based on or relating to shares of Company Common Stock granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock Plan”) (each, a “Company Stock-Based Award”) which is outstanding immediately prior to the Acceptance Time shall be treated as set forth below: (a) each Company Restricted Share shall become fully vested immediately prior to at the Acceptance Time pursuant to its terms and without any action on the part of any holder thereof; (b) each Company Phantom Unit shall be fully vested at the Acceptance Time and the holder thereof shall be entitled to receive, in consideration therefor, a cash payment from the Company equal to the product of (A) the number of shares of Company Common Stock subject to such Company Phantom Unit immediately prior to the Acceptance Time and (B) the Cash Equivalent Amount, which cash payment shall be delivered to such holder as promptly as practicable following the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations); (c) each Company Performance Share Award shall be canceled at the Acceptance Time and the holder thereof shall be entitled to receive, in consideration for such cancellation, the greater of (1) the number of shares of Company Common Stock subject to such Company Performance Share Award based on the Company’s actual performance calculated using actual quarters completed through the Acceptance Time and (2) the target number of shares of Company Common Stock subject to such Company Performance Share Award, which shares of Company Common Stock shall be delivered to such holder as promptly as practicable following the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations); and (cd) each Company Performance Share Award and each Company Phantom Performance Award shall be canceled at the Acceptance Time and the holder thereof shall be entitled to receive, in consideration for such cancellation, the product of (A) the greater of (1) the number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award based on the Company’s actual performance calculated using actual quarters completed through the Acceptance Time and (2) the target number of shares of Company Common Stock subject to such Company Performance Share Award or Company Phantom Performance Award and (B) the Cash Equivalent Amount, which cash payment shall be delivered by the Company to such holder as promptly as practicable following the Acceptance Time (but in any event within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations).