Common use of Treatment of Company Stock Plans Clause in Contracts

Treatment of Company Stock Plans. (a) Each option to purchase Shares granted pursuant to a Company Stock Plan, whether vested or unvested (each, an “Option”) that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be converted into an option (an “Adjusted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior to the Effective Time, the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such Option immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) with respect to any Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Code. (b) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (e) Each award of a right under any Company Stock Plan that is granted after the date hereof as permitted under Section 5.1 entitling the holder thereof to shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as of the Effective Time shall be converted as of the Effective Time into (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash shall be payable as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document).

Treatment of Company Stock Plans. (a) Each option to purchase Shares shares of Company Common Stock granted pursuant to a under the Company Stock Plan, whether vested or unvested Plans (each, an “Option”) that is outstanding immediately prior to the Effective Time, shall, and unexercised as of the Effective Time, Time (whether vested or unvested) shall be adjusted and converted into the right of the holder to receive from the Surviving Corporation an option (an “Adjusted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior amount in cash equal to the Effective Time, product of (i) the total number of shares of Acquiror Company Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares Stock previously subject to such Option immediately prior to and (ii) the Effective Time by excess, if any, of the Equity Award Exchange Ratio, at an Merger Consideration over the exercise price per share of Acquiror Company Common StockStock set forth in such Option, rounded up to less any required withholding Taxes (the nearest whole cent“Option Cash Payment”), equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to and as of the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. The Option Cash Payment shall be made promptly (and in any Options, whether or not they are “incentive stock options” as defined in Section 422 of event within 15 Business Days) following the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the CodeEffective Time. (b) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARsOptions, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains is outstanding or payable as of the Effective Time shall become fully vested be adjusted and shall be cancelled andconverted into the right of the holder to receive from the Surviving Corporation an amount in cash equal to the product of (i) (A) in the case of Share Units subject to performance-based vesting conditions, the number of Share Units determined under the applicable award agreement, and (B) in exchange thereforthe case of Share Units subject to time-based vesting conditions, the total number of shares of Company Common Stock underlying such Share Units, and (ii) the Merger Consideration, less any required withholding Taxes (the “Share Unit Payment”). As of the Effective Time each holder of a vested Cash-Settled Share Unit shall be entitled cease to have any rights with respect thereto, except the right to receive an amount, the Share Unit Payment. The Share Unit Payment shall be made promptly (and in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five any case within 15 Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (ec) Each award of a right All account balances (whether or not vested) under any Company Plan (other than a Company Stock Plan Plan) that is granted after provides for the date hereof as permitted under Section 5.1 entitling deferral of compensation and represents amounts notionally invested in a number of shares of Company Common Stock or otherwise provides for distributions or benefits that are calculated based on the value of a Share (collectively, the “Deferred Compensation Plans”), shall be adjusted and converted into a right of the holder thereof to receive an amount in cash equal to the product of (i) the number of shares of Company Common Stock previously deemed invested under or otherwise referenced by such account and (ii) the Merger Consideration, less any required withholding Taxes (the “Deferred Payment”), and shall cease to represent a right to receive a number of shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as number of the Effective Time Shares. The Deferred Payment shall be converted as of the Effective Time into made promptly (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash shall be payable as soon as reasonably practicable (but in no event later than five within 15 Business Days) following the Effective Time (Time; provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share UnitDeferred Payment, the payment Deferred Payment shall instead be made at the time specified in the applicable Company Stock Deferred Compensation Plan and related award documentplan documents. (d) With respect to the Company’s 2008 Global Employee Stock Purchase Plan (the “ESPP”), (i) no new offering period shall commence after the date of this Agreement and, to the extent not already provided for under the terms of the ESPP as of the date of this Agreement, no employees shall be permitted to begin participating in the ESPP, and no participants shall be permitted to increase elective deferrals in respect of the current offering period under the ESPP, in each case after the date of this Agreement; (ii) any offering period under the ESPP that is in effect immediately prior to the date of this Agreement shall terminate at the closing of the offering period between the date of this Agreement and the Effective Time, and amounts credited to the accounts of participants shall be used to purchase Shares in accordance with the terms of the ESPP; and (iii) such Shares shall be treated as other outstanding Shares in accordance with Section 2.1. For the avoidance of doubt, each fractional Share held by any participant under the ESPP will be cancelled and extinguished at the Effective Time, and be converted into the right to receive a commensurate fractional portion of the Merger Consideration in cash, without interest, payable to the holder of each such fractional Share. (e) Prior to the Effective Time, the Company shall take all such lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act), without incurring any liability in connection therewith, to provide for and give effect to the transactions contemplated by this Section 2.3.

Treatment of Company Stock Plans. (a) Each option to purchase Shares shares of Company Common Stock granted pursuant to a under the Company Stock Plan, whether vested or unvested Plans (each, an “Option”) that is outstanding immediately prior to the Effective Time, shall, and unexercised as of the Effective TimeTime (whether vested or unvested) shall be cancelled as of the Effective Time and, be converted into in exchange therefor, the former holder thereof shall receive from the Surviving Corporation or one of its Subsidiaries, as applicable, an option (an “Adjusted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior amount in cash equal to the Effective Time, product of (i) the total number of shares of Acquiror Company Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares Stock previously subject to such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock set forth in such Option, less any required withholding Taxes (the “Option Cash Payment”). As of the Effective Time each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment, without interest. For the avoidance of doubt, no Option Cash Payment shall be made in respect of any Option which has an exercise price per share of Company Common Stock that is equal to or more than the Merger Consideration and holders of such Options shall not be entitled to receive any payments or consideration whatsoever with respect to such Options as a result of the Transactions or the cancellation of such Options. The Option Cash Payment shall be made at the time required under the applicable Company Stock Plan and related award or other applicable document, but in any event, subject to Section 2.3(e), promptly (and no later than 15 Business Days) following the Effective Time. (b) Each award of restricted Company Common Stock granted under the Company Stock Plans (“Restricted Stock”) that is outstanding and unvested immediately prior to the Effective Time by the Equity Award Exchange Ratio, shall become vested at an exercise price per share of Acquiror Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) with respect to any Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Code. (b) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior to the Effective Time, shalland no longer subject to restrictions, as (i) in the case of the Effective TimeRestricted Stock subject to performance-based vesting conditions, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares of Acquiror Common Restricted Stock determined as if the applicable performance goals had been achieved at the target level of performance at the end of the applicable performance period and (ii) in the case of Restricted Stock not subject to performance-based vesting conditions, with respect to the total number of shares of such Restricted Stock, rounded down and in either case such vested and unrestricted shares of Company Common Stock shall be treated as described in Section 2.1(a) of this Agreement. Promptly (and no later than 15 Business Days) following the Effective Time, any cash dividends previously paid by the Company with respect to the nearest whole share, determined by multiplying the number Restricted Stock and held as of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up Company or its designated agent shall be distributed by the Company to the nearest whole centholder of such Restricted Stock, equal less any required withholding Taxes, to the per share exercise price for the Shares otherwise subject to extent such SAR immediately prior to Restricted Stock has become vested at the Effective Time divided by in accordance with the Equity Award Exchange Ratio; provided, however, preceding sentence.Restricted Stock that remains unvested and subject to restrictions at the adjustments provided in Effective Time (after giving effect to this Section 2.3(b) )), and any cash dividends previously paid by the Company with respect to such Restricted Stock, shall be forfeited and the holders of such Restricted Stock shall cease to have any SARs are intended to be effected in a manner that is consistent rights with Section 409A of the Coderespect thereto. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARsRestricted Stock, the treatment of which is specified in Section Sections 2.3(a) and Section 2.3(b), respectively) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains is outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled as of the Effective Time and, in exchange therefor, the former holder thereof shall receive from the Surviving Corporation or one of its Subsidiaries, as applicable, an amount in cash equal to the product of (i) (A) in the case of Share Units subject to performance-based vesting conditions, the number of shares of Company Common Stock determined as if the applicable performance goals had been achieved at the target level of performance at the end of the applicable performance period and (B) in the case of Share Units not subject to performance-based vesting conditions, the total number of shares of Company Common Stock underlying such Share Units, and (ii) the Merger Consideration, less any required withholding Taxes (the “Share Unit Payment”). As of the Effective Time each holder of a vested Cash-Settled Share Unit shall be entitled cease to have any rights with respect thereto, except the right to receive an amountthe Share Unit Payment, in cashwithout interest. The Share Unit Payment shall be made at the time required under the applicable Company Stock Plan and related award or other applicable document, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in any event, subject to Section 2.3(e), promptly (and no event later than five 15 Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award or other applicable document. (ed) Each award All account balances (whether or not vested) under the OM Group, Inc. Deferred Compensation Plan, effective as of July 1, 2008, that are notionally invested in a number of shares of Company Common Stock, the “Deferred Compensation Plan”, shall be adjusted and converted into a right under any Company Stock Plan that is granted after the date hereof as permitted under Section 5.1 entitling of the holder thereof to have allocated to the holder’s account under the Deferred Compensation Plan an amount denominated in cash equal to the product of (i) the number of shares of Company Common Stock deemed invested under or otherwise referenced by such account immediately prior to the Effective Time and (ii) the Merger Consideration (the “Deferred Payment”), and shall cease to represent a right to receive a number of shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as of the Effective Time shall be converted as of the Effective Time into (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash Shares. The Deferred Payment shall be payable as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall instead be made at the time specified in the applicable Deferred Compensation Plan and related plan documents, less any required withholding Taxes. (e) Prior to the Effective Time, the Company shall take all such lawful actions as may be necessary (which include satisfying the requirements of Rule 16b-3(E) promulgated under the Exchange Act) to provide for and give effect to the transactions contemplated by this Section 2.3. All Company Stock Plans shall be terminated prior to or as of the Closing. Notwithstanding anything to the contrary in this Agreement, in no event shall any amount be paid to any holder of Options or Share Units under this Agreement until such holder delivers to the Company, with copies to Parent and Carve-out Buyer, a properly completed and duly executed surrender form in respect of all Options and Share Units, as applicable, held by such Person in substantially the form set forth in Section 2.3(e) of the Company Disclosure Letter. The execution, delivery and performance of this Agreement and the consummation of the Transactions shall not provide any holder of an award or right under any Company Stock Plan and related award document)with the right to acquire any capital stock or other equity interest (including any “phantom” stock or stock appreciation rights) in the Surviving Corporation, Parent, Carve-out Buyer or their respective Affiliates.

Treatment of Company Stock Plans. (a) Each The Company shall take all actions necessary or desirable so that, at the Effective Time, each then-outstanding and unexercised option (the “Options”) to purchase Shares granted pursuant to a shares of the Company Common Stock under the any of the Company Stock PlanPlans, whether vested or unvested unvested, shall be cancelled and converted into and shall become a right to receive, in settlement thereof, a cash payment, less any applicable Taxes require to be withheld and without interest, equal to the product, if a positive number, of (eachi) the excess, an if any, of the Merger Consideration over the per share exercise price of such Option and (ii) the number of shares of the Company Common Stock subject to such Option not exercised; provided that any Options for which the per share exercise price equals or exceeds the Merger Consideration shall be cancelled without any payment in respect thereof (the “OptionOption Consideration”). (b) The Company shall take all actions necessary or desirable so that, at the Effective Time, each then-outstanding restricted share of Company Common Stock granted under the any of the Company Stock Plans (each a “Company Restricted Share”) that is outstanding and subject to restrictions immediately prior to the Effective TimeTime (whether vested or unvested), shallby virtue of the Merger and without any action on the part of the holder thereof, will become fully vested and no longer subject to any restrictions immediately prior to, and then will be cancelled automatically at the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, less any applicable Taxes required to be withheld and without interest, equal to the Merger Consideration (the “Company Restricted Share Consideration”). (c) All amounts payable pursuant to this Section 2.3 shall be subject to any required withholding of Taxes and shall be paid without interest. Parent will, or will cause the Surviving Corporation to, pay to holders of the Options and Company Restricted Shares, the Option Consideration or Company Restricted Share Consideration, as of applicable, as soon as practicable after the Effective TimeTime and in any case no later than fifteen (15) Business Days thereafter. Parent may, in its discretion, cause the amounts payable pursuant to this Section 2.3 to holders of Options or Company Restricted Shares to be converted into an option (an “Adjusted Option”) to purchase, on delivered through the same terms and conditions (including with respect to vesting and exercisability) as were applicable Company’s ordinary payroll system in lieu of delivery a check or making a wire transfer to such Option immediately prior holder. (d) Prior to the Effective Time, the number Company shall obtain all necessary consents and/or releases from the holders of shares Options and/or Company Restricted Shares under any of Acquiror Common Stockthe Company Stock Plans and take all such other lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, rounded down without incurring any liability in connection therewith) to provide for and give effect to the nearest whole sharetransactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties hereto after the date hereof, determined by multiplying the number Company will ensure that: (i) the Company Stock Plans will terminate as of Shares subject to such Option immediately prior to the Effective Time by Time; and (ii) no participant in any of the Equity Award Exchange RatioCompany Stock Plans shall have any right under any such Company Stock Plan to acquire (directly or indirectly), at an exercise price per share of Acquiror Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to or any time after the Effective Time divided by the Equity Award Exchange Ratio; providedTime, however, that the adjustments provided in this Section 2.3(a) with respect to any Options, whether or not they are “incentive capital stock options” as defined in Section 422 of the CodeCompany, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the CodeSurviving Corporation or any other Person. (be) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior Prior to the Effective Time, shall, as the Company shall use commercially reasonable efforts to cause any dispositions of Equity Interests (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Effective TimeExchange Act to be approved by the Board of Directors of the Company (the “Company Board”) or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisabilityB) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares securities to be disposed of Acquiror Common Stockfor each named person, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, and (C) that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (e) Each award of a right under any Company Stock Plan that approval is granted after for purposes of exempting the date hereof as permitted transaction under Section 5.1 entitling Rule 16b-3 promulgated under the holder thereof to shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as of the Effective Time shall be converted as of the Effective Time into (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash shall be payable as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document)Act.

Treatment of Company Stock Plans. (a) Each The Company shall take all actions necessary or desirable so that, at the Effective Time, each then-outstanding and unexercised option (the “Options”) to purchase Shares granted pursuant to a shares of the Company Common Stock under the any of the Company Stock PlanPlans, whether vested or unvested unvested, shall be cancelled and converted into and shall become a right to receive, in settlement thereof, a cash payment, less any applicable Taxes required to be withheld and without interest, equal to the product, if a positive number, of (eachi) the excess, an “Option”if any, of the Merger Consideration over the per share exercise price of such Option and (ii) the number of shares of the Company Common Stock subject to such Option not exercised; provided that is outstanding any Options for which the per share exercise price equals or exceeds the Merger Consideration shall be automatically cancelled without any payment in respect thereof immediately prior to the Effective TimeTime (the “Option Consideration”). (b) The Company shall take all actions necessary or desirable so that, shall, as of at the Effective Time, each then-outstanding restricted share of Company Common Stock granted under the any of the Company Stock Plans (each a “Company Restricted Share”) outstanding and subject to restrictions immediately prior to the Effective Time (whether vested or unvested), by virtue of the Merger and without any action on the part of the holder thereof, will become fully vested and no longer subject to any restrictions immediately prior to, and then will be cancelled automatically at the Effective Time and will thereafter represent, and will be converted into into, only the right to receive an option amount of cash, less any applicable Taxes required to be withheld and without interest, equal to the Merger Consideration (an the “Adjusted OptionCompany Restricted Share Consideration”). (c) All amounts payable pursuant to purchasethis Section 2.3 shall be subject to any required withholding of Taxes and shall be paid without interest. Parent will, on or will cause the same terms Surviving Corporation to, pay to holders of the Options and conditions Company Restricted Shares, the Option Consideration or Company Restricted Share Consideration, as applicable, as soon as practicable after the Effective Time and in any case no later than fifteen (including with respect 15) Business Days thereafter. Parent may, in its discretion, cause the amounts payable pursuant to vesting and exercisability) as were applicable this Section 2.3 to holders of Options or Company Restricted Shares to be delivered through the Company’s ordinary payroll system in lieu of delivery a check or making a wire transfer to such Option immediately prior holder. (d) Prior to the Effective Time, the number Company shall obtain all necessary consents and/or releases from the holders of shares Options and/or Company Restricted Shares under any of Acquiror Common Stockthe Company Stock Plans and take all such other lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, rounded down without incurring any liability in connection therewith) to provide for and give effect to the nearest whole sharetransactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties hereto after the date hereof, determined by multiplying the number Company will ensure that: (i) the Company Stock Plans will terminate as of Shares subject to such Option immediately prior to the Effective Time by Time; and (ii) no participant in any of the Equity Award Exchange RatioCompany Stock Plans shall have any right under any such Company Stock Plan to acquire (directly or indirectly), at an exercise price per share of Acquiror Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to or any time after the Effective Time divided by the Equity Award Exchange Ratio; providedTime, however, that the adjustments provided in this Section 2.3(a) with respect to any Options, whether or not they are “incentive capital stock options” as defined in Section 422 of the CodeCompany, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the CodeSurviving Corporation or any other Person. (be) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior Prior to the Effective Time, shall, as the Company shall use commercially reasonable efforts to cause any dispositions of Equity Interests (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Effective TimeExchange Act to be approved by the Board of Directors of the Company (the “Company Board”) or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisabilityB) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares securities to be disposed of Acquiror Common Stockfor each named person, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, and (C) that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (e) Each award of a right under any Company Stock Plan that approval is granted after for purposes of exempting the date hereof as permitted transaction under Section 5.1 entitling Rule 16b-3 promulgated under the holder thereof to shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as of the Effective Time shall be converted as of the Effective Time into (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash shall be payable as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document)Act.

Treatment of Company Stock Plans. (a) Each option to purchase Shares shares of Company Common Stock granted pursuant to under a Company Stock Plan, whether vested or unvested Plan (each, an “Option”) that is outstanding immediately prior to the Effective Time, shall, and unexercised as of the Effective Time, Time (whether vested or unvested) shall be converted into an option (an “Adjusted Option”) to purchase, cancelled by virtue of the Merger and without any action on the same terms part of the holder thereof and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior without any payment to the Effective Time, the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such Option immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) with respect to any Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Codeholder thereof. (b) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARsOptions, the treatment of which is specified in Section 2.3(a) and Section 2.3(b2.9(a)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (e) Each award of a right under any Company Stock Plan that is granted after the date hereof as permitted under Section 5.1 entitling the holder thereof to shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains is outstanding or payable as of the Effective Time shall be converted cancelled without any action on the part of the holder thereof in consideration for the right of the holder to receive from the Surviving Corporation the Merger Consideration, less any required withholding Taxes in respect of a number of shares of Company Common Stock determined as follows (clauses (i), (ii) and (iii), collectively, the “Share Unit Payment”) (i) in the case of Share Units subject to performance-based vesting conditions which have been notionally earned by an employee for measurement periods completed prior to the Effective Time but not yet settled, the number of shares of Company Common Stock, if any, determined based on actual achievement of the applicable performance goals for such measurement periods, (ii) in the case of Share Units subject to performance-based vesting conditions for a measurement period that has not commenced or is not complete as of the Effective Time into (A) and which as a restricted share unit award (result have not been notionally earned by an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately employee prior to the Effective Time), covering the number of shares of Acquiror Company Common Stock, rounded down if any, based on actual attainment of the performance goals applicable to such Share Units through the nearest whole sharelast day of the calendar month immediately preceding the calendar month in which the Closing occurs, as determined by multiplying the number Compensation Committee of Shares subject to such award the Company Board as constituted immediately prior to the Closing, provided that the number of such Share Units determined shall be no less than the target number for any holder who has a “Qualifying Termination” under the Company’s Executive Severance/Change in Control Policy on the Closing Date, and (iii) in the case of Share Units not subject to performance-based vesting conditions, the total number of shares of Company Common Stock underlying such vested and unvested Share Units, to the extent not previously settled. As of the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu each holder of any fractional Adjusted a Share Unit lost will cease to such rounding in have any rights with respect thereto, except the amount set forth in Section 2.6right to receive the Share Unit Payment, which cash shall if any. The Share Unit Payment will be payable as soon as reasonably practicable made promptly (but in and no event later than five 10 Business Days) following the Effective Time (Time; provided, however, in the event that making such cash payment at such time would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall will instead be made at the time specified in the applicable Company Stock Plan and related award documentor other applicable document that is in compliance with Section 409A of the Code. (c) Prior to the Effective Time, the Company will take lawful actions as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act), without incurring any liability in connection therewith, to provide for and give effect to the transactions contemplated by this Section 2.9.

Treatment of Company Stock Plans. (a) Each option to purchase Shares shares of Company Common Stock granted pursuant to a under the Company Stock Plan, whether vested or unvested Plans (each, an “Option”) that is outstanding immediately prior to the Effective Time, shall, and unexercised as of the Effective Time, Time (whether vested or unvested) shall be adjusted and converted into the right of the holder to receive from the Surviving Corporation an option (an “Adjusted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior amount in cash equal to the Effective Time, product of (i) the total number of shares of Acquiror Company Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares Stock previously subject to such Option immediately prior to and (ii) the Effective Time by excess, if any, of the Equity Award Exchange Ratio, at an Merger Consideration over the exercise price per share of Acquiror Company Common StockStock set forth in such Option, rounded up to less any required withholding Taxes (the nearest whole cent“Option Cash Payment”), equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to and as of the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) each holder of an Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. The Option Cash Payment shall be made at the time required under the applicable Company Stock Plan and related award or other applicable document, but in any Options, whether or not they are “incentive stock options” as defined in Section 422 of event promptly (and no later than 15 Business Days) following the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the CodeEffective Time. (b) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARsOptions, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock or cash equal to or based on the value of Shares (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains is outstanding or payable as of the Effective Time shall become fully vested be adjusted and shall be cancelled andconverted into the right of the holder to receive from the Surviving Corporation an amount in cash equal to the product of (i) (A) in the case of Share Units subject to performance-based vesting conditions which have been notionally earned by an employee for measurement periods completed prior to the Effective Time but not yet settled, the number of shares of Company Common Stock determined based on actual achievement of the applicable performance goals for such measurement periods, (B) in exchange thereforthe case of Share Units subject to performance-based vesting conditions for a measurement period that has begun and is not complete as of the Effective Time (and which as a result have not been notionally earned by an employee prior to the Effective Time) (a “Non-Earned Share Based PSU”), the number of shares of Company Common Stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the applicable measurement period and the Effective Time as compared to the number of days in the entire measurement period, and (C) in the case of Share Units not subject to performance-based vesting conditions, the total number of shares of Company Common Stock underlying such Share Units, and (ii) the Merger Consideration, less any required withholding Taxes (the “Share Unit Payment”). As of the Effective Time each holder of a vested Stock-Settled Share Unit shall be entitled cease to have any rights with respect thereto, except (I) the right to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit Payment and (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock II) as set forth described in Section 2.1(d))6.9(c) of the Company Disclosure Letter. The Share Unit Payment shall be made at the time required under the applicable Company Stock Plan and related award or other applicable document, as soon as reasonably practicable (but in any event promptly (and no event later than five 15 Business Days) following the Effective Time; provided, however, in the event that making such payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence at such time would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award or other applicable document. (ec) Each award of a right All account balances (whether or not vested) under any Company Plan (other than awards under a Company Stock Plan the treatment of which is specified in Section 2.3(a) or (b)) that is granted after provides for the date hereof as permitted under Section 5.1 entitling deferral of compensation and represents amounts notionally invested in a number of shares of Company Common Stock or otherwise provides for distributions or benefits that are calculated based on the value of a Share (collectively, the “Deferred Compensation Plans”), shall be adjusted and converted into a right of the holder thereof to have allocated to the holder’s account under any such Deferred Compensation Plan an amount denominated in cash equal to the product of (i) the number of shares of Company Common Stock previously deemed invested under or otherwise referenced by such account and (ii) the Merger Consideration, less any required withholding Taxes (the “Deferred Payment”), and shall cease to represent a right to receive a number of shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as of the Effective Time shall be converted as of the Effective Time into (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash Shares. The Deferred Payment shall be payable as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Deferred Compensation Plan and related award documentplan documents. (d) Prior to the Effective Time, the Company shall take all such lawful actions as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act), without incurring any liability in connection therewith, to provide for and give effect to the transactions contemplated by this Section 2.3.

Treatment of Company Stock Plans. (a) Each option to purchase Shares shares of Company Common Stock granted pursuant to a under the Company Stock Plan, whether vested or unvested Plans (each, an “Option”) that is outstanding immediately prior to the Effective Time, shall, and unexercised as of the Effective Time, Time (whether vested or unvested) will be converted into the right of the holder to receive from the Surviving Company an option (an “Adjusted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior amount in cash equal to the Effective Time, product of (i) the total number of shares of Acquiror Company Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares Stock subject to such Option immediately prior to and (ii) the Effective Time by excess, if any, of the Equity Award Exchange Ratio, at an Merger Consideration over the exercise price per share of Acquiror Company Common StockStock set forth in such Option, rounded up to less any required withholding Taxes (the nearest whole cent“Option Cash Payment”), equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to and as of the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) each holder of an Option will cease to have any rights with respect thereto, except the right to any Options, whether or not they are “incentive stock options” as defined in Section 422 of receive the Code, are intended to Option Cash Payment. The Option Cash Payment will be effected in a manner that is consistent with Section 424(amade promptly (and no later than 10 Business Days) of following the Code and Section 409A of the CodeEffective Time. (b) Each stock appreciation right granted pursuant to a Company Stock Plan, whether vested or unvested (each, a “SAR”) that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be converted into a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such SAR immediately prior to the Effective Time, in respect of the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code. (c) Each award of a right under any Company Stock Plan that is outstanding as of the date of this Agreement (other than awards of Options or SARsOptions, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Stock-Settled Share Unit shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Stock-Settled Share Unit (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (e) Each award of a right under any Company Stock Plan that is granted after the date hereof as permitted under Section 5.1 entitling the holder thereof to shares of Company Common Stock or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains is outstanding or payable as of the Effective Time shall will be converted into the right of the holder to receive from the Surviving Company the Merger Consideration, less any required withholding Taxes in respect of a number of shares of Company Common Stock determined as follows (clauses (i) and (ii), collectively, the “Share Unit Payment”) (i) in the case of Share Units subject to performance-based vesting conditions, the target number of shares of Company Common Stock, and (ii) in the case of Share Units not subject to performance-based vesting conditions, the total number of shares of Company Common Stock underlying such Share Units. As of the Effective Time into (A) each holder of a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including Unit will cease to have any rights with respect thereto, except the right to vesting) (provided that, to receive the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Payment. The Share Unit immediately prior to the Effective Time, covering the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio Payment will be made promptly (and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in Section 2.6, which cash shall be payable as soon as reasonably practicable (but in no event later than five 10 Business Days) following the Effective Time (providedTime, however, in the event that such cash other than payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing the Share UnitUnits set forth on Section 2.3(b) of the Company Disclosure Letter, which shall be paid on the terms and conditions set forth on such Section of the Company Disclosure Letter. (c) Prior to the Effective Time, the payment shall instead Company will take lawful actions as may be made at necessary (which include satisfying the time specified requirements of Rule 16b-3(e) promulgated under the Exchange Act), without incurring any liability in connection therewith, to provide for and give effect to the applicable Company Stock Plan and related award document)transactions contemplated by this Section 2.3.

Treatment of Company Stock Plans. (a) Each option to purchase Shares granted pursuant to a Company Stock Plan, Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested (each, unvested) shall terminate and be converted into the right of the holder to receive from the Surviving Corporation an “Option”) that is outstanding immediately prior amount in cash equal to the Effective Timeproduct of (i) the total number of Shares previously subject to such Company Option and (ii) the excess, shallif any, as of the Merger Consideration over the exercise price per Share set forth in such Company Option (the “Option Cash Payment”). As of the Effective Time, each holder of a Company Option shall cease to have any rights under or with respect thereto, except the right to receive the Option Cash Payment. The Option Cash Payment shall be made by the Surviving Corporation to the applicable holder promptly following the Effective Time (and no later than the later of (x) five Business Days following the Effective Time and (y) the end of the first payroll period of the Surviving Corporation following the Effective Time). (b) Each unvested share of Company Restricted Stock that is outstanding as of the Effective Time shall vest, and the holder thereof shall receive (i) payment with respect to each such vested share of Company Restricted Stock pursuant to Section 2.1(a), and (ii) a cash payment equal to any outstanding cash dividends that have accumulated but not been paid by the Company with respect to such shares of Company Restricted Stock. (c) Each Company Phantom Stock Unit Award that is outstanding and unexercised as of the Effective Time shall terminate and be converted into the right of the holder to receive from the Surviving Corporation an option (an “Adjusted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to such Option immediately prior amount in cash equal to the Effective Time, product of (i) the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the total number of Shares subject to such Option immediately prior to the Effective Time by the Equity Award Exchange RatioCompany Phantom Stock Unit Award, at an exercise price per share of Acquiror Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Option immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(a) including any dividends credited with respect to any Optionsthereto, whether or not they are and (ii) the Merger Consideration (the “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Code. (b) Each stock appreciation right granted pursuant to a Company Phantom Stock Plan, whether vested or unvested (each, a “SARUnit Award Cash Payment”) that is outstanding immediately prior to the Effective Time, shall, as ). As of the Effective Time, be converted into each holder of a stock appreciation right (an “Adjusted SAR”), on the same terms and conditions (including Company Phantom Stock Unit Award shall cease to have any rights under or with respect thereto, except the right to vesting receive the Phantom Stock Unit Award Cash Payment. The Phantom Stock Unit Award Cash Payment shall be made by the Surviving Corporation to the applicable holder promptly following the Effective Time (and exercisabilityno later than the later of (x) as were applicable to such SAR immediately prior to five Business Days following the Effective Time and (y) the end of the first payroll period of the Surviving Corporation following the Effective Time, in respect of the number of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of Acquiror Common Stock rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise subject to such SAR immediately prior to the Effective Time divided by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 2.3(b) with respect to any SARs are intended to be effected in a manner that is consistent with Section 409A of the Code). (cd) Each award of a right under any Company Stock Plan Performance Share Award that is outstanding as of the date of this Agreement (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof to shares of Company Common Stock (or, at the option of the Company, cash) (each, a “Stock-Settled Share Unit”) and that remains outstanding or payable as of the Effective Time (whether vested or unvested) shall become fully vested terminate and shall be cancelled andconverted into the right of the holder to receive from the Surviving Corporation an amount in cash equal to (i) the product of (A) the number of Shares underlying such Company Performance Share Award (assuming payout at 100% of target) and (B) the Merger Consideration, in exchange thereforplus (ii) the cash dividends that would have been paid from the effective date of the Company Performance Share Award through the Effective Time, had the Company Performance Share Award represented Shares issued and outstanding during such period (assuming payout at 100% of target) (collectively, the “Performance Share Award Cash Payment”). As of the Effective Time, each holder of a vested Stock-Settled Company Performance Share Unit Award shall be entitled cease to have any rights under or with respect thereto, except the right to receive the Merger Consideration in respect of each Performance Share underlying Award Cash Payment. The Performance Share Award Cash Payment shall be made by the cancelled vested Stock-Settled Share Unit Surviving Corporation to the applicable holder promptly following the Effective Time (with the Conversion Consideration so payable to such holder being immediately converted into the appropriate number of shares of Acquiror Common Stock as set forth in Section 2.1(d)), as soon as reasonably practicable (but in and no event later than the later of (x) five Business DaysDays following the Effective Time and (y) the end of the first payroll period of the Surviving Corporation following the Effective Time; provided, however, in the event that payment of Cash Consideration, or issuance of shares of Acquiror Common Stock, to any holder of a Stock-Settled Share Unit pursuant to this sentence would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Stock-Settled Share Unit, the payment of such Cash Consideration, or issuance of shares of Acquiror Common Stock, as applicable, shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (d) Each award of a right under any Company Stock Plan that is outstanding as of the date hereof (other than awards of Options or SARs, the treatment of which is specified in Section 2.3(a) and Section 2.3(b)) entitling the holder thereof solely to cash equal to or based on the value of Shares (each, a “Cash-Settled Share Unit” and, together with the Stock-Settled Share Units, the “Pre-Signing Share Units”) and that remains outstanding or payable as of the Effective Time shall become fully vested and shall be cancelled and, in exchange therefor, each holder of a vested Cash-Settled Share Unit shall be entitled to receive an amount, in cash, equal to the Equity Award Consideration in respect of each Share underlying the cancelled vested Cash-Settled Share Unit, as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time; provided, however, in the event that such payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Cash-Settled Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document. (e) Each award of a right under any Company Stock Plan that is granted after the date hereof as permitted under Section 5.1 entitling the holder thereof to shares of Company Common Stock At or cash equal to or based on the value of Shares (each, a “Post-Signing Share Unit”) and that remains outstanding or payable as of the Effective Time shall be converted as of the Effective Time into (A) a restricted share unit award (an “Adjusted Share Unit”), with the same terms and conditions (including with respect to vesting) (provided that, to the extent necessary to comply with mandatory requirements of Dutch Law, the holder of such Adjusted Share Unit may be required to pay Acquiror the aggregate par value of the shares of Acquiror Common Stock issuable under such Adjusted Share Unit, prior to issuance of such shares to such holder) as were applicable to such Post-Signing Share Unit immediately prior to the Effective Time, covering the number Company Board and its Compensation Committee shall adopt any resolutions that are necessary to effectuate the provisions of shares of Acquiror Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio and (B) cash in lieu of any fractional Adjusted Share Unit lost to such rounding in the amount set forth in this Section 2.6, which cash shall be payable as soon as reasonably practicable (but in no event later than five Business Days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Share Unit, the payment shall instead be made at the time specified in the applicable Company Stock Plan and related award document)2.3.