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

Treatment of Equity-Based Awards. (a) At the Effective Time, each restricted stock unit (each, a “Company RSU”) granted under any stock option or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”) that is outstanding immediately prior to the Effective Time and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except that (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (ii) the number of shares of Parent Stock subject to each such assumed award shall be determined by multiplying the number of Shares underlying such Company RSU by a fraction (the “Equity Award Exchange Ratio”) (rounded down to the nearest whole share), the numerator of which shall be the Merger Consideration and the denominator of which shall be the average of the volume weighted average price per share of Parent Stock on the Nasdaq Global Select Market (“NASDAQ”) over the five consecutive trading days ending on the second complete trading day preceding the Closing Date. (b) At the Effective Time, each stock appreciation right granted under a Company Equity Plan (each, a “Company SAR”, and each Company SAR and Company RSU being referred to as a “Company Equity Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company SAR so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were in effect immediately prior to the Effective Time, except that (i) such Company SAR shall be an award for Parent Stock, (ii) the number of shares of Parent Stock subject to each such appreciation right shall be determined by multiplying the number of Shares subject to such Company SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio (rounded down to the nearest whole share), and (iii) the base value per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share base value for the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. (c) As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Equity Award assumed by Parent pursuant to this Section 2.2 an appropriate notice setting forth the terms of such assumption. (d) The Company shall take such actions as may be necessary with respect to the Company’s employee stock purchase plan (the “Company ESPP”) to cause, no later than five Business Days prior to the Closing Date, (i) accumulated contributions under any then-ongoing offering or purchase period to be used to purchase Shares in accordance with the terms of the Company ESPP and (ii) the termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any Shares so purchased shall be treated in accordance with Section 2.1 above. The Company shall take such action as may be necessary to terminate the Company ESPP no later than the Business Day immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant in the Company ESPP having any right at or after the Effective Time to (A) purchase Shares or any other security of the Company, Parent, the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP). The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this Agreement. (e) Prior to the Effective Time, the Company shall adopt such resolutions, and take such other actions, as may be reasonably required to effectuate the provisions of this Section 2.2. (f) Parent shall reserve for issuance a number of shares of Parent Stock at least equal to the number of shares of Parent Stock that will be subject to assumed Company Equity Awards as a result of the actions contemplated by this Section 2.2. When and if necessary to deliver registered shares, Parent shall file a registration statement on Form S-8 with respect to the shares of Parent Stock subject to such Company Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Awards remain outstanding and are required to be registered. (g) Where Parent determines it appropriate for purposes of non-U.S. Law to vary the treatment of equity compensation from that provided in Section 2.2 with respect to Company Equity Awards (including those held in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, with the consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors of the Company from that provided in Section 2.2.

Treatment of Equity-Based Awards. (a) At the Effective Time, each restricted stock unit award with respect to shares of Company Common Stock that vests based solely on the continued service of the holder of such award (each, a “Company RSUTBRSU”) and each share of Company Common Stock subject to restrictions on transfer and/or forfeiture (“Company Restricted Stock”) that vests based solely on the continued service of the holder of such award (“TB Restricted Stock”), in each case, granted under any employee or director stock option option, stock purchase or equity compensation plan, arrangement or agreement of the Company in effect as of the date hereof (the “Company Equity Plans”) that is not vested as of the Effective Time and does not vest in accordance with its terms (as set forth in an applicable award agreement or employment agreement) as a result of the transactions contemplated by this Agreement, and that is outstanding immediately prior to the Effective Time Time, shall cease to represent Company Common Stock or a right to receive shares of Company Common Stock and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by converted, at the Effective Time, into an award with respect to shares of Parent Common Stock (a “Parent Award”), on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same any vesting conditionsor forfeiture provisions or repurchase rights) as were in effect applicable under such TB Restricted Stock or Company TBRSU as of immediately prior to the Effective Time, except that (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (ii) with the number of shares of Parent Common Stock subject to each such assumed award shall Parent Award to be determined by multiplying equal to the number of Shares underlying such shares of TB Restricted Stock or the number of shares of Company RSU Common Stock subject to each Company TBRSU immediately prior to the Effective Time multiplied by a fraction (the “Equity Award Exchange Ratio”) Ratio (rounded down to the nearest whole share), the numerator of which shall be the Merger Consideration and the denominator of which shall be the average of the volume weighted average price per with any corresponding accrued but unpaid dividends with respect to any share of TB Restricted Stock and dividend equivalents with respect to any Company TBRSU to be assumed, remain outstanding and continue to represent an obligation with respect to the applicable Parent Stock on the Nasdaq Global Select Market (“NASDAQ”) over the five consecutive trading days ending on the second complete trading day preceding the Closing DateAward. (b) At Immediately prior to the Effective Time, each restricted stock appreciation right granted under a unit award with respect to shares of Company Equity Plan Common Stock that is subject, in whole or in part, to performance-based vesting (each, a “Company SARPBRSU”, ) and each share of Company SAR and Company RSU being referred Restricted Stock that is subject, in whole or in part, to as a performance-based vesting (“PB Restricted Stock”), in each case, granted under any Company Equity Award”)Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed become fully vested (with any performance-based vesting conditions deemed earned at the target performance level) by Parent virtue of this Agreement and without any action on the part of the holder thereof; provided, however, that, notwithstanding the foregoing, any outstanding Company PBRSU granted in March 2013 with a two-year performance period ending January 2, 2015 (including, for the avoidance of doubt, all such Company PBRSUs that would otherwise vest in accordance with their terms and subject to the conditions (as set forth in an applicable award agreement or employment agreement) as a result of the transactions contemplated by this Agreement) shall only become vested if and to the extent the Company Board (or appropriate committee thereof) determines prior to the Effective Time that the performance goals applicable to such awards have been achieved based on performance as of the month-end immediately prior to the Effective Time (and the portion that does not so vest will be forfeited immediately prior to the Effective Time without payment of any consideration therefor). Each With respect to each share of PB Restricted Stock that vests in accordance with this Section 2.4(b) (“Vesting PB Restricted Stock”) or Company Common Stock subject to a Company PBRSU that vests in accordance with this Section 2.4(b) (each, a “Vesting PBRSU”), the holder of the PB Restricted Stock or Company PBRSU shall be entitled to receive, at the election of each such PB Restricted Stock or Company PBRSU holder, the Election Award Merger Consideration in accordance with Section 2.9 (without interest and less any applicable Taxes required to be withheld in accordance with Section 2.7, which Taxes shall first be withheld from the aggregate Cash Consideration), plus any accrued but unpaid dividends or dividend equivalents (less any applicable Taxes required to be withheld), to be paid and/or delivered within forty-five (45) days after the Closing Date; provided, that with respect to the Company PBRSUs and related dividend equivalent payments for which delivery or payment in respect thereof as described in this Section 2.4(b) would violate any applicable provision of Section 409A of the Code, such delivery or payment shall be made on the earliest practicable date that delivery or payment may be made without violating any applicable provision of Section 409A of the Code with such Election Award Merger Consideration and related dividend equivalent payments to be held through such permissible payment date in a deferred compensation account for the benefit of the individual holder. (c) Immediately prior to the Effective Time, each Company TBRSU that is vested but has not been settled as of immediately prior to the Effective Time and each Company TBRSU that is unvested and vests in accordance with its terms (as set forth in an applicable award agreement or employment agreement) as a result of the transactions contemplated by this Agreement (each, a “Vesting TBRSU”), in each case, that is outstanding as immediately prior to the Effective Time shall, by virtue of this Agreement and without any action on the part of the holder thereof become fully vested in accordance with its terms and, with respect to each share of Company Common Stock subject to such Company SAR so assumed by Parent shall continue to have, and be subject toTBRSU, the same terms holder of such Company TBRSU shall be entitled to receive at the election of each such Company TBRSU holder, the Election Award Merger Consideration in accordance with Section 2.9 (without interest and conditions less any applicable Taxes required to be withheld in accordance with Section 2.7, which Taxes shall first be withheld first from the aggregate Cash Consideration), plus any accrued but unpaid dividend equivalents, (including vesting scheduleless any applicable Taxes required to be withheld), to be paid and/or delivered to the holder of such Company TBRSU within thirty (30) days after the Closing Date; provided, that, with respect to the Company TBRSUs and related dividend equivalent payments for which delivery or payment as were described in effect this Section 2.4(c) would violate any applicable provision of Section 409A of the Code, such delivery or payment shall be made on the earliest practicable date that delivery may be made without violating any applicable provision of Section 409A of the Code with such Election Award Merger Consideration and related dividend equivalent payments to be held through such permissible payment date in a deferred compensation account for the benefit of the individual holder. (d) With respect to each share of Company Common Stock subject to each deferred stock award granted to a non-employee member of the Company Board and the deferred Company RSU listed on Schedule 2.4(d) (“Company Deferred Stock”) that is outstanding as immediately prior to the Effective Time, except that (i) the holder of such Company SAR Deferred Stock shall be an award entitled to receive, at the election of each such Company Deferred Stock holder, the Election Award Merger Consideration in accordance with Section 2.9 (without interest and less any applicable Taxes required to be withheld in accordance with Section 2.7, which Taxes shall be withheld first from the aggregate Cash Consideration), plus any accrued but unpaid dividend equivalents (less any applicable Taxes required to be withheld). The delivery and/or payment of the Merger Consideration and any dividend equivalents shall be made on the first business day that follows the six (6) month anniversary of Company Deferred Stock holder’s “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1(h) or such earlier practicable date that delivery and/or payment may be made without violating any applicable provision of Section 409A of the Code, with such Election Award Merger Consideration and related dividend equivalent payments to be held through such permissible payment date in a deferred compensation account for Parent Stockthe benefit of the individual holder. (e) Immediately prior to the Effective Time, (ii) the number of shares of Parent Stock subject with respect to each such appreciation right shall be determined share of TB Restricted Stock that is unvested and vests in accordance with its terms (as set forth in an applicable award agreement or employment agreement) as a result of the transactions contemplated by multiplying the number of Shares subject to such Company SAR this Agreement that is outstanding immediately prior to the Effective Time by the Equity Award Exchange Ratio (rounded down to the nearest whole sharesuch shares being “Vesting TB Restricted Stock”), all restrictions and forfeiture conditions shall lapse and expire by virtue of this Agreement and without any action on the part of the holder thereof, and such shares of TB Restricted Stock shall be converted into the right to receive, at the election of each such TB Restricted Stock holder, the Election Award Merger Consideration in accordance with Section 2.9, treating such Vesting TB Restricted Stock in the same manner as all other shares of Company Common Stock for such purposes. In addition, any accrued but unpaid dividends in respect of the TB Restricted Stock shall vest in full and be paid in cash within thirty (iii30) days after the base value per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share base value for the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange RatioClosing Date. (cf) As soon as reasonably practicable following For the Effective Timeavoidance of doubt, (1) the aggregate number of Shares of Parent Common Stock available for such Election Award Shares shall deliver be the Share Ratio multiplied by the aggregate number of shares of Company Common Stock subject to each holder such Election Award Shares and (2) the aggregate amount of a Company Equity cash available for such Election Award assumed by Parent pursuant to this Section 2.2 an appropriate notice setting forth Shares shall be the terms product of such assumption. (d) The Company shall take such actions as may be necessary with respect to the Company’s employee stock purchase plan (the “Company ESPP”) to cause, no later than five Business Days prior to the Closing Date, (i) accumulated contributions under any then-ongoing offering or purchase period to be used to purchase Shares in accordance with the terms of the Company ESPP and $33.00 multiplied by (ii) the termination aggregate number of all options or purchase rights under all shares of Company Common Stock subject to such ongoing offering or purchase periods immediately after Election Award Shares (such purchase. Any Shares so purchased shall be treated in accordance with Section 2.1 above. The Company shall take such action as may be necessary to terminate the Company ESPP no later than the Business Day immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant in the Company ESPP having any right at or after the Effective Time to (A) purchase Shares or any other security of the Company, Parentproduct, the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP“Cash Award Component”). The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this Agreement. (eg) Prior to the Effective Time, the Company shall adopt such resolutions, and take such other actions, as may be reasonably required all action necessary to effectuate the provisions of this Section 2.22.4(a) through Section 2.4(e). The Company shall ensure that, as of immediately following the Effective Time, no holder of a Company TBRSU, Company PBRSU, Company Deferred Stock or Company Restricted Stock (or former holder of an option to purchase shares of Company Common Stock) or a participant in any Company Equity Plan shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Ultimate Surviving Entity or any of their Subsidiaries, or any other equity interest therein. (fh) Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to assumed Company Equity Parent Awards as a result of the actions contemplated by this Section 2.22.4. When and if necessary to deliver registered sharesAs soon as practicable following the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Parent Common Stock subject to such Company Equity Parent Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Parent Awards remain outstanding and are required to be registered. (gi) Where Parent determines it appropriate for purposes The Company shall take such action as may be necessary under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”) to cause, no later than ten (10) Business Days prior to the Closing Date, (i) accumulated Contributions (as defined under the ESPP) under any then-ongoing Offering (as defined under the ESPP) to be used to purchase shares of non-U.S. Law Company Common Stock in accordance with the terms of the ESPP and (ii) the termination of all Purchase Rights (as defined in the ESPP) under all such ongoing Offerings immediately after such purchase. For clarity, the Company shall take such action as may be necessary to vary terminate the treatment ESPP no later than the Business Day immediately preceding the Closing Date. In addition, the Company shall take such action as may be necessary under the ESPP such that (i) no new Offering shall commence from and after the commencement of equity compensation the Offering beginning on or about July 1, 2014; (ii) participants in any ongoing Offerings shall not be permitted to increase their level of participation in such Offerings from that provided in Section 2.2 and after the date of this Agreement; and (iii) with respect to Company Equity Awards (including those held the Offering beginning on or about July 1, 2014, each participant shall be permitted to participate at the level of participation elected by such participant in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, accordance with the consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors of the Company from that provided in Section 2.2previously delivered election materials.

Treatment of Equity-Based Awards. (a) At the Effective TimeThe Company shall provide that, each restricted stock unit (each, a “Company RSU”) granted under any stock option or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”) that is outstanding immediately prior to the Effective Time and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except each option to purchase Shares (an “Option”) granted under the Company Compensation and Benefit Plans set forth on Schedule 2.4(a) that is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be canceled, and the holder of such Options (to the extent listed on Schedule 2.4(a) and then outstanding and unexercised, whether vested or becoming vested prior to or upon the Effective Time) shall receive, at the Effective Time or as soon as practicable after (but in no event later than five (5) days after the Effective Time) from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the product of (A) the number of Shares previously subject to such Option and (B) the excess, if any, of the Per Share Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), paid by the Surviving Corporation to the applicable tax authorities when due and (ii) the number treated for all purposes of shares of Parent Stock subject this Agreement as having been paid to each such assumed award shall be determined by multiplying the number of Shares underlying such Company RSU by a fraction (the “Equity Award Exchange Ratio”) (rounded down to the nearest whole share), the numerator Persons in respect of which shall be the Merger Consideration such deduction and the denominator of which shall be the average of the volume weighted average price per share of Parent Stock on the Nasdaq Global Select Market (“NASDAQ”) over the five consecutive trading days ending on the second complete trading day preceding the Closing Datewithholding was made. (b) At the Effective Time, each stock appreciation right granted under a Company Equity Plan (each, a “Company SAR”, and each Company SAR and Company RSU being referred to as a “Company Equity Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company SAR so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were in effect immediately prior to the Effective Time, except that (i) such Company SAR shall be an award for Parent Stock, (ii) the number of shares of Parent Stock subject to each such appreciation right shall be determined by multiplying the number of Shares subject to such Company SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio (rounded down to the nearest whole share), and (iii) the base value per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share base value for the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. (c) As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Equity Award assumed by Parent pursuant to this Section 2.2 an appropriate notice setting forth the terms of such assumption. (d) The Company shall take such any actions as may be reasonably necessary with respect to effectuate the Company’s employee stock purchase plan (cancellation of the “Company ESPP”) to cause, no later than five Business Days prior to the Closing Date, (i) accumulated contributions under any then-ongoing offering or purchase period Options to be used effective as of the Effective Time (but without derogation of the rights of the holders of Options to purchase Shares receive the amounts specified in accordance with Section 2.4(a)); it being understood that the terms intention of the parties is that following the Effective Time no holder of an Option or any participant in any Company Compensation and Benefit Plan or other employee benefit arrangement of the Company ESPP and (ii) the termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any Shares so purchased shall be treated in accordance with Section 2.1 above. The Company shall take such action as may be necessary to terminate the Company ESPP no later than the Business Day immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant in the Company ESPP having have any right at thereunder to acquire any capital stock (including any “phantom” stock or after the Effective Time to (Astock appreciation rights) purchase Shares or any other security derivative securities of the Company, Parent, any Company Subsidiary or the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP)Corporation. The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this Agreement. (e) Prior to the Effective Time, the Company shall adopt such resolutionsCompany, and take such other actions, as may be reasonably required to effectuate the provisions of this Section 2.2. (f) Parent shall reserve for issuance a number of shares of Parent Stock at least equal to the number of shares of Parent Stock that will be subject extent required under the Company Compensation and Benefit Plans, shall deliver to assumed Company Equity Awards as a result the holders of the actions contemplated by Options appropriate notices, in form and substance reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Section 2.2. When and if necessary to deliver registered shares, Parent shall file a registration statement on Form S-8 with respect to the shares of Parent Stock subject to such Company Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Awards remain outstanding and are required to be registered. (g) Where Parent determines it appropriate for purposes of non-U.S. Law to vary the treatment of equity compensation from that provided in Section 2.2 with respect to Company Equity Awards (including those held in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, with the consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors of the Company from that provided in Section 2.2.Agreement

Treatment of Equity-Based Awards. (a) At the Effective Time, each restricted stock unit that vests based solely on the satisfaction of service conditions (each, a “Company RSU”) granted under any stock option or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”) that is outstanding immediately prior to the Effective Time and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except that (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (ii) the number of shares of Parent Stock subject to each such assumed award shall be determined by multiplying the number of Shares underlying such Company RSU immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”) (rounded down to the nearest whole share), the numerator of which shall be the Merger Consideration and the denominator of which shall be the average of the volume weighted average price per share of Parent Stock on the Nasdaq Global Select Market (“NASDAQ”) over the five consecutive trading days ending on the second complete trading day preceding the Closing Date. (b) At the Effective Time, each restricted stock appreciation right unit that was granted under a Company Equity Plan subject to vesting based on both the achievement of performance goals and the satisfaction of service conditions (each, a “Company SARPRSU”, and each Company SAR and Company RSU being referred to as a “) granted under any Company Equity Award”), whether vested or unvested, Plan that is outstanding immediately prior to the Effective Time shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company SAR PRSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were in effect immediately prior to the Effective Time, except that (i) such Company SAR PRSU shall be an award for Parent Stock, (ii) the number of shares of Parent Stock subject to each such appreciation right assumed award shall be determined by multiplying the number of Earned Shares subject to such Company SAR immediately prior to the Effective Time , by the Equity Award Exchange Ratio (rounded down to the nearest whole share)share),where the term “Earned Shares” means the sum of number of Shares, and if any, determined to be earned for any completed Performance Period (iiias defined in the applicable Company PRSU award agreement) as of the base value per share Closing Date plus the number of Parent Stock (rounded up Shares, if any, determined to the nearest whole cent) shall equal (x) the per share base value be earned for the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. (c) As soon any incomplete Performance Period as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Equity Award assumed by Parent pursuant to this Section 2.2 an appropriate notice setting forth the terms of such assumption. (d) The Company shall take such actions as may be necessary with respect to the Company’s employee stock purchase plan (the “Company ESPP”) to cause, no later than five Business Days prior to the Closing Date, (i) accumulated contributions under any then-ongoing offering or purchase period to be used to purchase Shares in each case, determined in accordance with the terms of the applicable Company ESPP PRSU award agreement, and (iiiii) each such assumed award shall continue to vest based on the termination holder’s continuing service to Parent or a Subsidiary of all options or purchase rights under all Parent through the last day of the Company PRSU’s Third Performance Period (as defined in the applicable Company PRSU award agreement). For the avoidance of doubt, each such ongoing offering or purchase periods immediately after such purchase. Any Shares so purchased assumed Company PRSU award shall be treated in accordance with Section 2.1 above. The Company shall take such action as may be necessary subject to terminate the Company ESPP no later than the Business Day immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant any limitations set forth in the Company ESPP having PRSU award agreement, including any right at or after the Effective Time to (A) purchase Shares or any other security of the Company, Parent, the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company cap on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP). The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this Agreement. (e) Prior to the Effective Time, the Company shall adopt such resolutions, and take such other actions, as may be reasonably required to effectuate the provisions of this Section 2.2. (f) Parent shall reserve for issuance a number of shares of Parent Stock at least equal to the number of shares of Parent Stock Earned Shares, as adjusted, that will may be subject to assumed Company Equity Awards as a result of the actions contemplated by this Section 2.2. When and if necessary to deliver registered shares, Parent shall file a registration statement on Form S-8 with respect to the shares of Parent Stock subject to such Company Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Awards remain outstanding and are required to be registeredsettled upon vesting. (g) Where Parent determines it appropriate for purposes of non-U.S. Law to vary the treatment of equity compensation from that provided in Section 2.2 with respect to Company Equity Awards (including those held in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, with the consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors of the Company from that provided in Section 2.2.

Treatment of Equity-Based Awards. (a) At Effective immediately prior to the Company Merger Effective Time, each restricted stock unit award (each, a “Company RSU”) granted under any stock option or equity compensation plan, arrangement or agreement of the Company (the “Company Equity PlansRestricted Stock Award”) that is outstanding immediately prior to the Company Merger Effective Time shall automatically become fully vested and as to which non-forfeitable, and all Company Shares will not have been fully distributed in connection with the Closing represented thereby shall be assumed by Parent on the terms considered outstanding for all purposes of this Agreement and subject to the conditions set forth in this Agreement. Each such right to receive the Per Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except that (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (ii) the number of shares of Parent Stock subject to each such assumed award shall be determined by multiplying the number of Shares underlying such Company RSU by a fraction (the “Equity Award Exchange Ratio”) (rounded down to the nearest whole share), the numerator of which shall be the Share Merger Consideration (less any applicable income and the denominator of which shall be the average of the volume weighted average price per share of Parent Stock on the Nasdaq Global Select Market (“NASDAQ”) over the five consecutive trading days ending on the second complete trading day preceding the Closing Dateemployment Taxes). (b) At Immediately prior to the Company Merger Effective Time, each stock appreciation right granted under a Company Equity Plan outstanding performance unit (each, a “Company SARPerformance Unit”, ) shall automatically become earned and each Company SAR and Company RSU being referred vested with respect to as a “Company Equity Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company SAR so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were in effect immediately prior to the Effective Time, except that (i) such Company SAR shall be an award for Parent Stock, (ii) the number of shares of Parent Stock subject to each such appreciation right shall be determined by multiplying the number of Company Shares subject to such Company SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio (rounded down to the nearest whole share), and (iii) the base value per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share base value for the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. (c) As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Equity Award assumed by Parent pursuant to this Section 2.2 an appropriate notice setting forth the terms of such assumption. (d) The Company shall take such actions as may be necessary with respect to the Company’s employee stock purchase plan (the “Company ESPP”) to cause, no later than five Business Days prior to the Closing Date, (i) accumulated contributions under any then-ongoing offering or purchase period to be used to purchase Shares Performance Unit determined in accordance with the terms of the Company ESPP Performance Unit based on the achievement of the applicable performance goals set forth in the award agreement governing such Company Performance Unit, as measured from the beginning of the applicable performance period through the Company Merger Effective Time (each such earned and (ii) vested Company Performance Unit, an “Earned Unit”). At the termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any Shares so purchased Company Merger Effective Time, each Earned Unit shall be treated canceled and, in exchange therefor, Parent shall cause the Surviving Company to pay to each former holder of any such canceled Earned Unit within five (5) days following the Company Merger Effective Time (or at such later time as necessary to avoid a violation and/or adverse tax consequences under Section 409A of the Code) an amount in cash (without interest, and less any applicable income and employment withholding Taxes) equal to the Per Company Share Merger Consideration for each Earned Unit. For the avoidance of doubt, each Company Performance Unit that does not become an Earned Unit in accordance with this Section 2.1 above. The Company 2.3(b) shall take such action as may be necessary to terminate the Company ESPP no later than the Business Day without consideration immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant in the Company ESPP having any right at or after the Effective Time to (A) purchase Shares or any other security of the Company, Parent, the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP). The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this AgreementMerger Effective Time. (ec) Prior to the Partnership Merger Effective Time, the Company shall adopt such resolutionsdeliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Company Restricted Stock Awards, Company Performance Units or Company LTIP Units setting forth each holder’s rights pursuant to the Company Share Incentive Plan and, as applicable, the Partnership Agreement, and take stating that such other actionsCompany Restricted Stock Awards, Company Performance Units and Company LTIP Units shall be treated in the manner set forth in Section 2.2 or this Section 2.3, as may be reasonably required applicable. (d) At or prior to the Partnership Merger Effective Time, the Company, the Partnership, the Company Board or the Company compensation committee, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of this Section 2.2. 2.3. Furthermore, the Company shall take all actions necessary to ensure that, (fi) Parent shall reserve for issuance a number of shares of Parent Stock at least equal to the number of shares of Parent Stock that will be subject to assumed Company Equity Awards as a result of the actions Company Merger Effective Time, the Company Share Incentive Plan and any agreements thereunder shall terminate and (ii) (x) as of the Company Merger Effective Time, no holder of a Company Restricted Stock Award or Company Performance Unit or any participant in the Company Share Incentive Plan and (y) as of the Partnership Merger Effective Time, no holder of a Company LTIP Unit shall, in each case have any rights to acquire, or other rights in respect of, the capital stock or partnership units, as applicable, of Parent, the Company, the Partnership, the Surviving Company, the Surviving Partnership or any of their respective Subsidiaries, except the right to receive the payments contemplated by this Section 2.2. When 2.3 in cancellation and if necessary settlement thereof or, in the case of Company LTIP Units, the right to deliver registered shares, Parent shall file a registration statement on Form S-8 with respect receive Partnership Unit Merger Consideration pursuant to the shares of Parent Stock subject to such Company Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Awards remain outstanding and are required to be registered. (g) Where Parent determines it appropriate for purposes of non-U.S. Law to vary the treatment of equity compensation from that provided in Section 2.2 with respect to Company Equity Awards (including those held in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, with the consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors of the Company from that provided in Section 2.2.

Treatment of Equity-Based Awards. (a) At As of the Effective Time, each restricted stock unit option to purchase shares of Common Stock (each, a “Company RSUStock Option”) granted under any stock option Company equity or equity compensation incentive plan, arrangement or agreement of including without limitation, the Company Company’s 1998 Stock Option Plan, 2007 Stock Incentive Plan and 2011 Stock Option Plan (the “Company Equity Plans”) that is outstanding immediately prior to the Effective Time and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except that whether or not then vested and exercisable, will be canceled and extinguished and the holder thereof will be entitled to receive from the Surviving Corporation as soon as practicable after the Effective Time an amount in cash equal to the product of (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (iiA) the number of shares of Parent Common Stock subject to each such assumed award shall be determined by multiplying Stock Option, and (B) the number excess, if any, of Shares underlying such Company RSU by a fraction (the “Equity Award Exchange Ratio”) (rounded down to the nearest whole share), the numerator of which shall be the Merger Consideration and over the denominator of which shall be the average of the volume weighted average exercise price per share of Parent such Stock on Option. For the Nasdaq Global Select Market (“NASDAQ”) over avoidance of doubt, no consideration shall be paid in respect of the five consecutive trading days ending on cancellation of any Stock Option with an exercise price or base price per share equal to or greater than the second complete trading day preceding the Closing DateMerger Consideration. (b) At As of the Effective Time, each outstanding stock appreciation right (an “SAR ”) granted by the Company under a Company any Equity Plan (each, a “Company SAR”, and each Company SAR and Company RSU being referred to as a “Company Equity Award”)Plan, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed by Parent on canceled and extinguished and the terms and subject holder thereof will be entitled to receive from the Surviving Corporation as soon as practicable after the Effective Time an amount in cash equal to the conditions set forth in this Agreement. Each such Company SAR so assumed by Parent shall continue to have, and be subject to, the same terms and conditions product of (including vesting schedule) as were in effect immediately prior to the Effective Time, except that (i) such Company SAR shall be an award for Parent Stock, (iiA) the number of shares of Parent Common Stock subject to each such appreciation right shall be determined by multiplying the number of Shares subject to such Company SAR immediately prior to the Effective Time by the Equity Award Exchange Ratio (rounded down to the nearest whole share), and (iiiB) the base value excess, if any, of the Merger Consideration over the exercise price per share of Parent Stock (rounded up to such SAR. For the nearest whole cent) avoidance of doubt, no consideration shall equal (x) be paid in respect of the cancellation of any SAR with an exercise price per share base value for equal to or greater than the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange RatioMerger Consideration. (c) As soon as reasonably practicable following Notwithstanding anything in this Agreement to the Effective Timecontrary, Parent the Surviving Corporation shall deliver be entitled to each holder of a Company Equity Award assumed by Parent deduct and withhold from any amounts otherwise payable pursuant to this Section 2.2 an appropriate notice setting forth 2.03 to any holder of Stock Options or SARs, such amounts as the terms Surviving Corporation is required to deduct and withhold with respect to the making of such assumptionpayment under the Code or any other provision of tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by the Surviving Corporation. (d) The Company shall take such actions as may be necessary with respect to the Company’s employee stock purchase plan (the “Company ESPP”) to cause, no later than five Business Days prior to the Closing Date, (i) accumulated contributions under any then-ongoing offering or purchase period to be used to purchase Shares in accordance with the terms of the Company ESPP and (ii) the termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any Shares so purchased shall be treated in accordance with Section 2.1 above. The Company shall take such action as may be necessary to terminate the Company ESPP no later than the Business Day immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant in the Company ESPP having any right at or after the Effective Time to (A) purchase Shares or any other security of the Company, Parent, the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP). The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this Agreement. (e) Prior to the Effective Time, the Company shall Board or appropriate committee thereof will adopt such resolutions, resolutions and the Company will take such other actions, actions as may be reasonably required to effectuate the provisions of this Section 2.2. (f) Parent shall reserve for issuance a number of shares of Parent Stock at least equal to the number of shares of Parent Stock that will be subject to assumed Company Equity Awards as a result of the actions contemplated by this Section 2.2. When and if necessary to deliver registered shares2.03, Parent provided that the Company shall file a registration statement on Form S-8 with respect to the shares of Parent Stock subject to such Company Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements not (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Awards remain outstanding and are required to be registered. (g) Where Parent determines it appropriate for purposes of non-U.S. Law to vary the treatment of equity compensation from that provided in Section 2.2 with respect to Company Equity Awards (including those held in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, with the consent of the Company, which shall not be unreasonably withheld, conditioned required to) pay any consideration or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors incur any debts or obligations on behalf of the Company from that provided or the Surviving Corporation (or Parent) in Section 2.2connection with the taking of such actions.

Treatment of Equity-Based Awards. (a) At As of the Effective Time, each restricted stock unit option to purchase shares of Common Stock (each, a “Company RSUStock Option”) granted under any stock option or equity compensation planthe Company’s 2006 Long-Term Equity Compensation Plan, arrangement or agreement of the Company Company’s 1997 Long-Term Equity Compensation Plan and the Company’s Replacement Stock Option Plan (the “Company Equity Plans”) that is outstanding immediately prior to the Effective Time and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except that whether or not then vested and exercisable, will be cancelled and extinguished and the holder thereof will be entitled to receive from the Surviving Corporation as soon as practicable after the Effective Time an amount in cash equal to the product of (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (iiA) the number of shares of Parent Common Stock subject to each such assumed award shall be determined by multiplying Stock Option and (B) the number excess, if any, of Shares underlying such Company RSU by a fraction (the “Equity Award Exchange Ratio”) (rounded down to the nearest whole share), the numerator of which shall be the Merger Consideration and over the denominator of which shall be the average of the volume weighted average exercise price per share of Parent such Stock on Option. For the Nasdaq Global Select Market (“NASDAQ”) over avoidance of doubt, no consideration shall be paid in respect of the five consecutive trading days ending on cancellation of any Stock Option with an exercise price per share equal to or greater than the second complete trading day preceding Merger Consideration. The Company shall use its reasonable best efforts to cause each holder of a Stock Option to execute a Payment Acknowledgement in the Closing Date.form attached hereto as Exhibit C. (b) At As of the Effective Time, each common stock appreciation right unit (a “Common Stock Unit”) granted under a Company Equity the Company’s Non-Employee Directors Deferred Compensation Plan (each, a “Company SAR”, and each Company SAR and Company RSU being referred outstanding immediately prior to as a “Company Equity Award”)the Effective Time, whether vested or unvestednot then vested, will be cancelled and extinguished and the holder thereof will be entitled to receive from the Surviving Corporation an amount in cash equal to the Merger Consideration, payable in accordance with the Company’s Non-Employee Directors Deferred Compensation Plan. (c) As of the Effective Time, each share of Restricted Stock that is outstanding immediately prior to the Effective Time shall be assumed by Parent on the terms vest and subject to the conditions set forth in this Agreement. Each such Company SAR so assumed by Parent shall continue to have, become free of any restrictions and be subject to, the same terms and conditions (including vesting schedule) as were in effect immediately prior to the Effective Time, except that (i) such Company SAR shall be an award for Parent Stock, (ii) converted into the number right to receive the Merger Consideration pursuant to Section 3.01(c). The Merger Consideration payable in respect of shares of Parent the Restricted Stock subject to each such appreciation right shall be determined by multiplying the number of Shares subject to such Company SAR immediately prior to the Effective Time paid by the Equity Award Exchange Ratio (rounded down to the nearest whole share), and (iii) the base value per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share base value for the Shares otherwise receivable pursuant to such Company SAR immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. (c) As soon Surviving Corporation as reasonably promptly as practicable following the Effective Time, Parent shall deliver to each holder of a Company Equity Award assumed by Parent pursuant to this Section 2.2 an appropriate notice setting forth the terms of such assumption. (d) The Company Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation shall take be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Section 3.03 to any holder of Stock Options, Common Stock Units or Restricted Stock such actions amounts as may be necessary the Surviving Corporation is required to deduct and withhold with respect to the Company’s employee stock purchase plan (making of such payment under the “Company ESPP”) to cause, no later than five Business Days prior Code or any other provision of tax Law. To the extent that amounts are so withheld and paid over to the Closing Dateappropriate taxing authority by the Surviving Corporation, (i) accumulated contributions under any then-ongoing offering or purchase period to be used to purchase Shares in accordance with the terms of the Company ESPP and (ii) the termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any Shares so purchased withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in accordance with Section 2.1 above. The Company shall take respect of which such action as may be necessary to terminate the Company ESPP no later than the Business Day immediately preceding the Closing Date in accordance with its terms in such manner as results in no participant in the Company ESPP having any right at or after the Effective Time to (A) purchase Shares or any other security of the Company, Parent, deduction and withholding was made by the Surviving Corporation or any other Person under the Company ESPP or (B) receive any cash payment or other consideration for his or her terminated rights under the Company ESPP (other than a refund of amounts withheld by the Company on behalf of such participant that have not been used to purchase Shares prior to the termination of the Company ESPP, without interest, pursuant to the terms of the Company ESPP upon the termination of the Company ESPP). The Company shall cause the Company ESPP’s new offerings to be frozen such that no offering or purchase period will begin on or after the date of this AgreementCorporation. (e) Prior to the Effective Time, the Company shall adopt such resolutions, and will take such other actions, actions as may be reasonably required and such actions as may be reasonably requested by Parent to effectuate the provisions of this Section 2.2. (f) Parent shall reserve for issuance a number of shares of Parent Stock at least equal to the number of shares of Parent Stock that will be subject to assumed Company Equity Awards as a result of the actions contemplated by this Section 2.2. When and if necessary to deliver registered shares3.03, Parent provided that the Company shall file a registration statement on Form S-8 with respect to the shares of Parent Stock subject to such Company Equity Awards and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements not (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Equity Awards remain outstanding and are required to be registered. (g) Where Parent determines it appropriate for purposes of non-U.S. Law to vary the treatment of equity compensation from that provided in Section 2.2 with respect to Company Equity Awards (including those held in escrow or as deferred compensation), Parent may change the treatment to take into account tax, securities, employment, or other considerations, with the consent of the Company, which shall not be unreasonably withheld, conditioned required to) pay any consideration or delayed. Parent will consult with the Company and may agree to different treatment with respect to Company Equity Awards held by directors incur any debts or obligations on behalf of the Company from that provided or the Surviving Corporation (or Parent) in Section 2.2connection with the taking of such actions.