Common use of Treatment of Company Options and Company SARs Clause in Contracts

Treatment of Company Options and Company SARs. (a) At the Effective Time, each outstanding Company Option, whether vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive from Parent, as soon as practicable after the Effective Time (but in no event more than 10 days after the Effective Time), an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the Company Option and (ii) an amount per share of Company Common Stock equal to the excess, if any, of (A) the fair market value of a share of Company Common Stock, which shall equal the implied value of a share of Company Common Stock reflected in the estimated Exchange Ratio as determined pursuant to Section 3.1(c) (the “FMV of a Company Share”) over (B) the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment. The “implied value” for purposes of the definition of FMV of a Company Share means the Company’s Estimated Tangible Book Value divided by the number of shares of Company Common Stock outstanding as used to calculate the estimated Exchange Ratio. Notwithstanding the foregoing, (x) if there is no such excess of the amount referred to in clause (A) over the amount referred to in clause (B), the holder of a Company Option shall not be entitled to any payment in respect thereof and (y) to the extent the Company Compensation Committee determines that the performance metrics applicable to any performance vested Company Options have not been achieved as of the Effective Time, such Company Options shall be forfeited without any payment therefor at the Effective Time. (b) At the Effective Time, each outstanding Company SAR, whether vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive from Parent, as soon as practicable after the Effective Time (but in no event more than 10 days after the Effective Time), an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the Company SAR and (ii) the excess, if any, of (A) the FMV of a Company Share over (B) the reference price per share of Company Common Stock under such Company SAR, less applicable Taxes required to be withheld with respect to such payment. Notwithstanding the foregoing, (x) if there is no such excess of the amount referred to in clause (A) over the amount referred to in clause (B), the holder of a Company SAR shall not be entitled to any payment in respect thereof and (y) to the extent the Company Compensation Committee determines that the performance metrics applicable to any performance vested Company SARs have not been achieved as of the Effective Time, such Company SARs shall be forfeited without any payment therefor at the Effective Time.

Treatment of Company Options and Company SARs. (a) At the First Merger Effective Time, each by virtue of the First Merger and without any action on the part of any party or holder of any of any Company Options or Company SARs: (i) Each Company Option and Company SAR outstanding and unexercised immediately prior to the First Merger Effective Time with respect to which the applicable exercise price or base price per share of Company Common Stock underlying such Company Option or Company SAR equals or exceeds the Per Share Merger Value, shall be canceled and no longer be exercisable by the holder thereof (“Excluded Options/SARs”). (ii) Each Company Option and Company SAR (other than Excluded Options/SARs) outstanding and unexercised immediately prior to the First Merger Effective Time, with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Section 2.8 and Section 2.9 (a “Cash Election SAR/Option, whether vested or unvested”), shall be cancelled and shall only entitle exchanged for the holder thereof right to receive from Parent, as soon as practicable after for each share of Company Common Stock subject to such Company Option or Company SAR: (A) an amount in cash equal to (x) the Effective Time Per Share Merger Value minus (but in no event more than 10 days after y) the Effective Time), applicable exercise price or base price per share of Company Common Stock underlying such Company Option or Company SAR. (B) an amount in cash equal to the product of (i1) the total $10.00 and (2) a number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) 3,875,000 by (y) the Fully Diluted Share Number (collectively, (A) and (B) the “Per SAR/Option Cash Consideration”); (C) a number of New Parent Warrants equal to the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number; and (D) such holder’s Pro Rata Share of certain payments under the Tax Receivables Agreement, subject to the terms and conditions set forth therein; provided that, the holder shall not be entitled to receive such payments made later than the fifth anniversary of the Closing Date (collectively, (A) through (D), the “Per SAR/Option Total Cash Consideration”). (iii) Each Company Option and Company SAR (other than a Cash Election SAR/ Option or Excluded Options/SARs) outstanding and unexercised immediately prior to the First Merger Effective Time, shall be cancelled and exchanged for the right to receive for each share of Company Common Stock subject to the such Company Option and or Company SAR: (iiA) an amount per share a number of Company shares of Parent Common Stock equal to the excess, if any, of quotient obtained by dividing (x) (A) the fair market value of a share of Company Common Stock, which shall equal the implied value of a share of Company Common Stock reflected in the estimated Exchange Ratio as determined pursuant to Section 3.1(c) (the “FMV of a Company Share”) over Per Share Merger Value minus (B) the applicable exercise price or base price per share of Company Common Stock under underlying such Company Option, less applicable Taxes required to be withheld with respect to such payment. The Option by (y) $10.00 (the “implied value” for purposes of the definition of FMV of Per SAR/Option Stock Consideration”); (B) a Company Share means the Company’s Estimated Tangible Book Value divided by the number of shares of Company Parent Common Stock outstanding as used equal to calculate the estimated Exchange Ratio. Notwithstanding the foregoing, quotient obtained by dividing (x) if there is no 3,875,000 by (y) the Fully Diluted Share Number; (C) a number of New Parent Warrants equal to the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number; and (D) such excess holder’s Pro Rata Share of certain payments under the amount referred Tax Receivables Agreement, subject to in clause (A) over the amount referred to in clause (B)terms and conditions set forth therein; provided that, the holder of a Company Option shall not be entitled to any payment in respect thereof and (y) to receive such payments made later than the extent the Company Compensation Committee determines that the performance metrics applicable to any performance vested Company Options have not been achieved as fifth anniversary of the Effective TimeClosing Date (collectively, such Company Options shall be forfeited without any payment therefor at the Effective Time. (b) At the Effective Time, each outstanding Company SAR, whether vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive from Parent, as soon as practicable after the Effective Time (but in no event more than 10 days after the Effective Time), an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the Company SAR and (ii) the excess, if any, of (A) the FMV of a Company Share over through (B) the reference price per share of Company Common Stock under such Company SAR, less applicable Taxes required to be withheld with respect to such payment. Notwithstanding the foregoing, (x) if there is no such excess of the amount referred to in clause (A) over the amount referred to in clause (BD), the holder of a Company SAR shall not be entitled to any payment in respect thereof and (y) to the extent the Company Compensation Committee determines that the performance metrics applicable to any performance vested Company SARs have not been achieved as of the Effective Time, such Company SARs shall be forfeited without any payment therefor at the Effective Time.“Per SAR/Option Total Stock Consideration”)

Treatment of Company Options and Company SARs. (a) At the First Merger Effective Time, each by virtue of the First Merger and without any action on the part of any party or holder of any of any Company Options or Company SARs: (i) Each Company Option and Company SAR outstanding and unexercised immediately prior to the First Merger Effective Time with respect to which the applicable exercise price or base price per share of Company OptionCommon Stock underlying such Company Option or Company SAR equals or exceeds the Per Share Merger Value, whether vested or unvestedshall be canceled and no longer be exercisable by the holder thereof (“Excluded Options/SARs”). (ii) Each Company SAR (other than Excluded Options/SARs) outstanding and unexercised immediately prior to the First Merger Effective Time, shall be cancelled and shall only entitle exchanged for the holder thereof right to receive from Parentreceive, as soon as practicable after for each share of Company Common Stock subject to such Company SAR: (A) an amount in cash equal to (x) the Effective Time Per Share Merger Value minus (but in no event more than 10 days after y) the Effective Time), applicable base price per share of such Company SAR; (B) an amount in cash equal to the product of (i1) the total $10.00 and (2) a number of shares of Company Common Stock subject to the Company Option and (ii) an amount per share of Company Parent Common Stock equal to the excess, if any, of (A) the fair market value of a share of Company Common Stock, which shall equal the implied value of a share of Company Common Stock reflected in the estimated Exchange Ratio as determined pursuant to Section 3.1(c) (the “FMV of a Company Share”) over (B) the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment. The “implied value” for purposes of the definition of FMV of a Company Share means the Company’s Estimated Tangible Book Value divided quotient obtained by the number of shares of Company Common Stock outstanding as used to calculate the estimated Exchange Ratio. Notwithstanding the foregoing, dividing (x) if there is no such excess of the amount referred to in clause (A) over the amount referred to in clause (B), the holder of a Company Option shall not be entitled to any payment in respect thereof and 3,875,000 by (y) to the extent the Company Compensation Committee determines that the performance metrics applicable to any performance vested Company Options have not been achieved as of the Effective Time, such Company Options shall be forfeited without any payment therefor at the Effective Time.Fully Diluted Share Number; (bC) At the Effective Time, each outstanding Company SAR, whether vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive from Parent, as soon as practicable after the Effective Time (but in no event more than 10 days after the Effective Time), an amount in cash equal to the product of (i1) the total New Parent Warrant Cash Value and (2) a number of shares New Parent Warrants equal to the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number, (collectively, (A), (B) and (C) the “Per SAR Cash Consideration”); and (D) such holder’s Pro Rata Share of certain payments under the Tax Receivables Agreement, subject to the terms and conditions set forth therein; provided that, the holder shall not be entitled to receive such payments made later than the fifth anniversary of the Closing Date. (iii) Each Company Option (other than Excluded Options/SARs) outstanding and unexercised immediately prior to the First Merger Effective Time, with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Section 2.8 and Section 2.9 (a “Cash Election Option”), shall be cancelled and exchanged for the right to receive, for each share of Company Common Stock subject to the such Company SAR and (ii) the excess, if any, of Option: (A) the FMV of a Company Share over an amount in cash equal to (Bx) the reference Per Share Merger Value minus (y) the applicable exercise price per share of Company Common Stock under underlying such Company SAR, less applicable Taxes required Option. (B) an amount in cash equal to be withheld with respect the product of (1) $10.00 and (2) a number of shares of Parent Common Stock equal to such payment. Notwithstanding the foregoing, quotient obtained by dividing (x) if there is no such excess of 3,875,000 by (y) the amount referred to in clause Fully Diluted Share Number, (collectively, (A) over the amount referred to in clause and (B) the “Per Option Cash Consideration”); (C) a number of New Parent Warrants equal to the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number; and (D) such holder’s Pro Rata Share of certain payments under the Tax Receivables Agreement, subject to the terms and conditions set forth therein; provided that, the holder of a Company SAR shall not be entitled to any payment in respect thereof receive such payments made later than the fifth anniversary of the Closing Date (collectively, (A) through (D), the “Per Option Total Cash Consideration”). (iv) Each Company Option (other than a Cash Election Option or Excluded Options/SARs) outstanding and unexercised immediately prior to the First Merger Effective Time, shall be cancelled and exchanged for the right to receive for each share of Company Common Stock subject to such Company Option: (A) a number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) (A) the Per Share Merger Value minus (B) the applicable exercise price per share of Company Common Stock underlying such Company Option by (y) $10.00 (the “Per Option Stock Consideration”); (B) a number of shares of Parent Common Stock equal to the extent quotient obtained by dividing (x) 3,875,000 by (y) the Company Compensation Committee determines Fully Diluted Share Number; (C) a number of New Parent Warrants equal to the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number; and (D) such holder’s Pro Rata Share of certain payments under the Tax Receivables Agreement, subject to the terms and conditions set forth therein; provided that, the holder shall not be entitled to receive such payments made later than the fifth anniversary of the Closing Date, (collectively, (A) through (D), the “Per Option Total Stock Consideration”).” (b) Section 2.8(a) of the Transaction Agreement is hereby amended by adding the following new sentence at the end of the clause: “For the avoidance of doubt, this clause 2.8(a) shall not reduce the amount of cash that the performance metrics applicable is due to any performance vested holder of Company SARs have not been achieved as SARs.” (c) The lead-in paragraph of Section 2.9 and Section 2.9(a) of the Effective Time, such Company SARs shall be forfeited without any payment therefor at the Effective Time.Transaction Agreement are hereby amended and restated in their entirety to read as follows: