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

Treatment of Company Equity-Based Awards. (a) Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under the Company Stock Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be assumed and automatically and without any action on the part of the holders thereof, be converted into an option (each, an “Assumed Stock Option”), on the same terms and conditions (except as provided in this Section 3.2(a)) as were applicable under such Company Stock Option immediately prior to the Effective Time, to purchase that number of shares of Parent Common Stock equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Stock Option and (ii) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock. The per-share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Stock Options will be equal to the quotient determined by dividing (i) the exercise price per share of Company Common Stock at which the Company Stock Options were exercisable immediately prior to the Effective Time by (ii) the Exchange Ratio, and rounding the resulting per-share exercise price up to the nearest whole cent. Each Assumed Stock Option shall be vested immediately following the Effective Time as to the same percentage of the total number of shares subject thereto as it was vested immediately prior to the Effective Time, except to the extent such Assumed Stock Option by its terms in effect prior to the date hereof and not otherwise amended prior to the Effective Time provides for acceleration of vesting. As soon as reasonably practicable following the Closing Date, Parent will deliver to each Person who holds an Assumed Stock Option a document evidencing the foregoing assumption of such Assumed Stock Option by Parent. (b) At the Effective Time, each award of restricted Company Common Stock granted under a Company Stock Plan that is outstanding immediately prior to the Effective Time (the “Restricted Shares”) shall, as of the Effective Time, become vested on a pro rata basis (determined based on the number of months from the start of the applicable restricted period to the Effective Time) in accordance with the applicable Company Stock Plan and award agreement pursuant to which such award was granted. To the extent such Restricted Shares become so vested, such Restricted Shares shall be exchanged for Merger Consideration in accordance with the provisions of Section 3.1. To the extent such Restricted Shares do not become so vested and remain subject to vesting restrictions as of the Effective Time, such Restricted Shares shall be assumed and automatically and without any action on the part of the holder thereof, be converted into, in accordance with Section 3.1, a number of shares of Parent Common Stock (and cash in lieu of fractional shares) equal to the product of (i) the total number of shares of Company Common Stock subject to such grant of Restricted Shares and (ii) the Exchange Ratio. (c) Effective as of the Effective Time, each award of restricted share units with respect to shares of Company Common Stock under a Company Stock Plan that is outstanding immediately prior to the Effective Time (collectively, the “Company RSUs”) shall, as of the Effective Time, whether or not then vested or free of conditions to payment, become vested on a pro rata basis (determined based on the number of months from the start of the applicable restricted period to the Effective Time) in accordance with the applicable Company Stock Plan and award agreement pursuant to which such award was granted, and shall be assumed and automatically and without any action on the part of the holder thereof, be converted into the right to receive from Parent a number of shares of Parent Common Stock (and cash in lieu of fractional shares to be paid by the Surviving Corporation to the holder) equal to the product of (i) the total number of shares of Company Common Stock subject to such grant of Company RSUs and (ii) the Exchange Ratio and be settled in accordance with its terms. (d) As of the Effective Time, each outstanding Company performance unit granted under the Company’s Amended and Restated 2007 Long-Term Incentive Plan that becomes vested at the Effective Time pursuant to the terms of the applicable award documents (determined on a pro rata basis by the number of months from the start of the applicable performance period to the Effective Time and assuming achievement of the maximum performance level) shall immediately vest at the Effective Time, with the holder of each such Company performance unit becoming entitled to receive an amount in cash equal to $2.00 multiplied by the number of units that have become vested as of the Effective Time (provided that (A) amounts payable pursuant to the cancellation of all outstanding Company performance units pursuant to this sentence shall be paid out within thirty (30) days following the Effective Time without interest and (B) each outstanding Company performance unit that does not become vested at the Effective Time pursuant to the terms of the applicable award documents shall remain outstanding in accordance with the terms and conditions thereof (with appropriate adjustments to the applicable performance metrics to account for the consummation of the Merger). (e) The Company shall take all steps necessary to cause the foregoing provisions of this Section 3.2 to occur, including but not limited to obtaining all necessary consents and delivering all required notices. The Company and Parent will cooperate and coordinate with respect to any materials to be submitted to the holders of Company Stock Options in connection with any notice or consent required under this Section 3.2. Prior to the Effective Time, the Company shall pass resolutions to effect the foregoing provisions of this Section 3.2. (f) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Assumed Stock Options or vesting and/or payment of Restricted Shares and Company RSUs. Promptly after the Effective Time, Parent shall file with the SEC a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to Assumed Stock Options, Restricted Shares and Company RSUs to the fullest extent permitted by Law.

Treatment of Company Equity-Based Awards. (a) Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock PlansPlan”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shallshall cease, as of at the Effective Time, to represent a right to acquire shares of Company Common Stock and shall be assumed and automatically and converted at the Effective Time, without any action on the part of the holders thereofany holder of any Company Stock Option, be converted into an option to purchase Parent Common Stock (each, an a “Assumed Parent Stock Option”), on the same terms and conditions (except as provided in this Section 3.2(a)) as were applicable under such Company Stock Option immediately prior to the Effective Time, to purchase that Option. The number of shares of Parent Common Stock subject to each such Company Stock Option shall be equal to the product of (i) the total number of shares of Company Common Stock subject to each such Company Stock Option and (ii) multiplied by the Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock, and such Parent Stock Option shall have an exercise price per share (rounded up to the nearest cent) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; provided, that, in the case of any Company Stock Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock. The per-share exercise price for Stock subject to such option and the shares terms and conditions of Parent Common Stock issuable upon exercise of such Assumed Stock Options will be equal to the quotient determined by dividing (i) the exercise price per share of Company Common Stock at which the Company Stock Options were exercisable immediately prior to the Effective Time by (ii) the Exchange Ratio, and rounding the resulting per-share exercise price up to the nearest whole cent. Each Assumed Stock Option option shall be vested immediately following determined in a manner consistent with the Effective Time as to the same percentage requirements of Section 424(a) of the total number of shares subject thereto as it was vested immediately prior to the Effective Time, except to the extent such Assumed Stock Option by its terms in effect prior to the date hereof and not otherwise amended prior to the Effective Time provides for acceleration of vesting. As soon as reasonably practicable following the Closing Date, Parent will deliver to each Person who holds an Assumed Stock Option a document evidencing the foregoing assumption of such Assumed Stock Option by ParentCode. (b) At the Effective Time, each award Equity Right consisting of, based on or relating to shares of restricted Company Common Stock granted under a Company Stock Plan that Plan, other than the Company Stock Options (each, a “Company Stock-Based Award”), which is outstanding immediately prior to the Effective Time (the “Restricted Shares”) shallTime, as of whether vested or unvested, shall cease, at the Effective Time, become vested on a pro rata basis (determined based on the number to represent an Equity Right with respect to shares of months from the start of the applicable restricted period to the Effective Time) in accordance with the applicable Company Common Stock Plan and award agreement pursuant to which such award was granted. To the extent such Restricted Shares become so vested, such Restricted Shares shall be exchanged for Merger Consideration in accordance with the provisions of Section 3.1. To the extent such Restricted Shares do not become so vested and remain subject to vesting restrictions as of the Effective Time, such Restricted Shares shall be assumed and automatically and converted without any action on the part of any holder of an Equity Right, at the holder thereofEffective Time, be converted intointo an Equity Right consisting of, in accordance with Section 3.1based on or relating to shares of Parent Common Stock (each, a “Parent Stock-Based Award”), on the same terms and conditions as were applicable under the Company Stock-Based Awards. The number of shares of Parent Common Stock (and cash in lieu of fractional shares) subject to each such Parent Stock-Based Award shall be equal to the product of (i) the total number of shares of Company Common Stock subject to the Company Stock-Based Award multiplied by the Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock and, if applicable, such grant of Restricted Shares and Parent Stock-Based Award shall have an exercise price per share (iirounded up to the nearest cent) equal to the per share exercise price specified in the Company Stock-Based Award divided by the Exchange Ratio. (c) Effective As soon as of practicable after the Effective Time, each award of restricted share units with respect to shares of Company Common Stock under a Company Stock Plan that is outstanding immediately prior to the Effective Time (collectively, the “Company RSUs”) shall, as of the Effective Time, whether or not then vested or free of conditions to payment, become vested on a pro rata basis (determined based on the number of months from the start of the applicable restricted period to the Effective Time) in accordance with the applicable Company Stock Plan and award agreement pursuant to which such award was granted, and Parent shall be assumed and automatically and without any action on the part of the holder thereof, be converted into the right to receive from Parent a number of shares of Parent Common Stock (and cash in lieu of fractional shares to be paid by the Surviving Corporation to the holder) equal to the product of (i) the total number of shares of Company Common Stock subject to such grant of Company RSUs and (ii) the Exchange Ratio and be settled in accordance with its terms. (d) As of the Effective Time, each outstanding Company performance unit granted under the Company’s Amended and Restated 2007 Long-Term Incentive Plan that becomes vested at the Effective Time pursuant to the terms of the applicable award documents (determined on a pro rata basis by the number of months from the start of the applicable performance period to the Effective Time and assuming achievement of the maximum performance level) shall immediately vest at the Effective Time, with the holder of each such Company performance unit becoming entitled to receive an amount in cash equal to $2.00 multiplied by the number of units that have become vested as of the Effective Time (provided that (A) amounts payable pursuant to the cancellation of all outstanding Company performance units pursuant to this sentence shall be paid out within thirty (30) days following the Effective Time without interest and (B) each outstanding Company performance unit that does not become vested at the Effective Time pursuant to the terms of the applicable award documents shall remain outstanding in accordance with the terms and conditions thereof (with appropriate adjustments to the applicable performance metrics to account for the consummation of the Merger). (e) The Company shall take all steps necessary to cause the foregoing provisions of this Section 3.2 to occur, including but not limited to obtaining all necessary consents and delivering all required notices. The Company and Parent will cooperate and coordinate with respect to any materials to be submitted deliver to the holders of Company Stock Options and Company Stock-Based Awards any required notices setting forth such holders’ rights pursuant to the relevant Company Stock Plans and award documents and stating that such Company Stock Options and Company Stock-Based Awards have been assumed by Parent and shall continue in connection with any notice or consent effect on the same terms and conditions (subject to the adjustments required under by this Section 3.2. 2.8 after giving effect to the Merger and the terms of the relevant Company Stock Plans). (d) Prior to the Effective Time, the Company shall pass resolutions take all necessary action to effect permit the foregoing provisions adjustment of Company Stock Options and Company Stock-Based Awards under this Section 3.2. (f) 2.8. Parent shall take all corporate action necessary to reserve for future issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Assumed Stock Options or vesting and/or payment of Restricted Shares and Company RSUs. Promptly after the Effective Time, Parent shall file with the SEC a registration statement on Form S-8 (or any successor or other appropriate forms) with respect at least equal to the number of shares of Parent Common Stock that will be subject to Assumed Parent Stock Options, Restricted Shares Options and Company RSUs to Parent Stock-Based Awards as a result of the fullest extent permitted actions contemplated by Lawthis Section 2.8.

Treatment of Company Equity-Based Awards. (a) Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under any equity or equity-based compensation plan or arrangement of the Company (each, a “Company Stock PlansPlan”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shallshall cease, as of at the Effective Time, to represent a right to acquire shares of Company Common Stock and shall be assumed and automatically and converted at the Effective Time, without any action on the part of the holders thereofany holder of any Company Stock Option, be converted into an option to purchase Parent Common Stock (each, an a “Assumed Parent Stock Option”), on the same terms and conditions (except as provided in this Section 3.2(a)) as were applicable under such Company Stock Option immediately prior to the Effective Time, to purchase that Option. The number of shares of Parent Common Stock subject to each such Company Stock Option shall be equal to the product of (i) the total number of shares of Company Common Stock subject to each such Company Stock Option and (ii) multiplied by the Stock Award Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock, and such Parent Stock Option shall have an exercise price per share (rounded up to the nearest cent) equal to the per share exercise price specified in such Company Stock Option divided by the Stock Award Exchange Ratio; provided, that, in the case of any Company Stock Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock. The per-share exercise price for Stock subject to such option and the shares terms and conditions of Parent Common Stock issuable upon exercise of such Assumed Stock Options will be equal to the quotient determined by dividing (i) the exercise price per share of Company Common Stock at which the Company Stock Options were exercisable immediately prior to the Effective Time by (ii) the Exchange Ratio, and rounding the resulting per-share exercise price up to the nearest whole cent. Each Assumed Stock Option option shall be vested immediately following determined in a manner consistent with the Effective Time as to the same percentage requirements of Section 424(a) of the total number of shares subject thereto as it was vested immediately prior to the Effective Time, except to the extent such Assumed Stock Option by its terms in effect prior to the date hereof and not otherwise amended prior to the Effective Time provides for acceleration of vesting. As soon as reasonably practicable following the Closing Date, Parent will deliver to each Person who holds an Assumed Stock Option a document evidencing the foregoing assumption of such Assumed Stock Option by ParentCode. (b) At the Effective Time, each award Equity Right consisting of, based on or relating to shares of restricted Company Common Stock granted under a Company Stock Plan that Plan, other than the Company Stock Options (each, a “Company Stock-Based Award”), which is outstanding immediately prior to the Effective Time (the “Restricted Shares”) shallTime, as of whether vested or unvested, shall cease, at the Effective Time, become vested on a pro rata basis (determined based on the number to represent an Equity Right with respect to shares of months from the start of the applicable restricted period to the Effective Time) in accordance with the applicable Company Common Stock Plan and award agreement pursuant to which such award was granted. To the extent such Restricted Shares become so vested, such Restricted Shares shall be exchanged for Merger Consideration in accordance with the provisions of Section 3.1. To the extent such Restricted Shares do not become so vested and remain subject to vesting restrictions as of the Effective Time, such Restricted Shares shall be assumed and automatically and converted without any action on the part of any holder of an Equity Right, at the holder thereofEffective Time, be converted intointo an Equity Right consisting of, in accordance with Section 3.1based on or relating to shares of Parent Common Stock (each, a “Parent Stock-Based Award”), on the same terms and conditions as were applicable under the Company Stock-Based Awards. The number of shares of Parent Common Stock (and cash in lieu of fractional shares) subject to each such Parent Stock-Based Award shall be equal to the product of (i) the total number of shares of Company Common Stock subject to the Company Stock-Based Award multiplied by the Stock Award Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock and, if applicable, such grant of Restricted Shares and Parent Stock-Based Award shall have an exercise price per share (iirounded up to the nearest cent) equal to the per share exercise price specified in the Company Stock-Based Award divided by the Stock Award Exchange Ratio. (c) Effective As soon as of practicable after the Effective Time, each award of restricted share units with respect to shares of Company Common Stock under a Company Stock Plan that is outstanding immediately prior to the Effective Time (collectively, the “Company RSUs”) shall, as of the Effective Time, whether or not then vested or free of conditions to payment, become vested on a pro rata basis (determined based on the number of months from the start of the applicable restricted period to the Effective Time) in accordance with the applicable Company Stock Plan and award agreement pursuant to which such award was granted, and Parent shall be assumed and automatically and without any action on the part of the holder thereof, be converted into the right to receive from Parent a number of shares of Parent Common Stock (and cash in lieu of fractional shares to be paid by the Surviving Corporation to the holder) equal to the product of (i) the total number of shares of Company Common Stock subject to such grant of Company RSUs and (ii) the Exchange Ratio and be settled in accordance with its terms. (d) As of the Effective Time, each outstanding Company performance unit granted under the Company’s Amended and Restated 2007 Long-Term Incentive Plan that becomes vested at the Effective Time pursuant to the terms of the applicable award documents (determined on a pro rata basis by the number of months from the start of the applicable performance period to the Effective Time and assuming achievement of the maximum performance level) shall immediately vest at the Effective Time, with the holder of each such Company performance unit becoming entitled to receive an amount in cash equal to $2.00 multiplied by the number of units that have become vested as of the Effective Time (provided that (A) amounts payable pursuant to the cancellation of all outstanding Company performance units pursuant to this sentence shall be paid out within thirty (30) days following the Effective Time without interest and (B) each outstanding Company performance unit that does not become vested at the Effective Time pursuant to the terms of the applicable award documents shall remain outstanding in accordance with the terms and conditions thereof (with appropriate adjustments to the applicable performance metrics to account for the consummation of the Merger). (e) The Company shall take all steps necessary to cause the foregoing provisions of this Section 3.2 to occur, including but not limited to obtaining all necessary consents and delivering all required notices. The Company and Parent will cooperate and coordinate with respect to any materials to be submitted deliver to the holders of Company Stock Options and Company Stock-Based Awards any required notices setting forth such holders’ rights pursuant to the relevant Company Stock Plans and award documents and stating that such Company Stock Options and Company Stock-Based Awards have been assumed by Parent and shall continue in connection with any notice or consent effect on the same terms and conditions (subject to the adjustments required under by this Section 3.2. 2.7 after giving effect to the Merger and the terms of the relevant Company Stock Plans). (d) Prior to the Effective Time, the Company shall pass resolutions take all necessary action to effect permit the foregoing provisions adjustment of Company Stock Options and Company Stock-Based Awards under this Section 3.2. (f) 2.7. Parent shall take all corporate action necessary to reserve for future issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Assumed Stock Options or vesting and/or payment of Restricted Shares and Company RSUs. Promptly after the Effective Time, Parent shall file with the SEC a registration statement on Form S-8 (or any successor or other appropriate forms) with respect at least equal to the number of shares of Parent Common Stock that will be subject to Assumed Parent Stock Options, Restricted Shares Options and Company RSUs to Parent Stock-Based Awards as a result of the fullest extent permitted actions contemplated by Lawthis Section 2.7.