Common use of Treatment of Equity Compensation Awards Clause in Contracts

Treatment of Equity Compensation Awards. (a) Each outstanding award of restricted Company Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b). (c) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Plan) shall pass any necessary resolutions to effect the foregoing provisions of this Section 3.2. The Company shall be entitled to deduct and withhold from the consideration contemplated within this Section 3.2 in accordance with the terms of this Agreement and the Company Equity Plan.

Treatment of Equity Compensation Awards. (a) Each outstanding award At the Effective Time, each stock option granted by the Company to purchase shares of restricted Company Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the a “Company Equity PlanOption”) that is outstanding immediately prior to as of the Effective Time (eachTime, a “Company Stock Award”) shall terminate whether vested or unvested, will immediately vest, if unvested, and be cancelled as by virtue of immediately prior to the Effective Time Merger and be converted into without any action on the part of the holder thereof, in consideration for the right to receive receive, as promptly as practicable (but no later than 15 calendar days) following the Merger ConsiderationEffective Time, net of any Taxes withheld pursuant to Section 3.3(ia cash payment (without interest and less applicable withholding Taxes) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed with respect thereto equal to the holder as shares product of Parent Common Stock that would otherwise be received by (i) the holder pursuant to Section 3.3(a)), with respect to the numbers number of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes Option as of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within (ii) the meaning excess, if any, of Section 3.1(b)(i). Following the Effective Time, no Per Share Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Award that was outstanding immediately prior to Option as of the Effective Time shall remain outstanding and each former holder (the “Option Consideration”). Any Company Option with an exercise price equal to or in excess of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive Per Share Merger Consideration will be cancelled by virtue of the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a)without any action on the part of the holder thereof and without any payment to the holder thereof. (b) Each outstanding award of At the Effective Time, each time-vesting restricted stock units issued pursuant to unit award granted by the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time in respect of shares of Common Stock (each, a “Company RSU Award”), whether vested or unvested, shall terminate ) that is outstanding as of the Effective Time will immediately vest and be cancelled as by virtue of immediately prior to the Effective Time Merger and be converted into without any action on the part of the holder thereof, in consideration for the right to receive receive, as promptly as practicable (but no later than 15 calendar days) following the Merger ConsiderationEffective Time, net of any Taxes withheld pursuant to Section 3.3(ia cash payment (without interest and less applicable withholding Taxes) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed with respect thereto equal to the holder as shares product of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to (i) the number of shares of Company Common Stock subject to such Company RSU Award immediately prior as of the Effective Time and (ii) the Per Share Merger Consideration (the “RSU Consideration”); provided that to the extent that any such Company RSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code. (c) At the Effective Time. For purposes , each Market Share Units award granted by the Company in respect of clarityshares of Common Stock (a “Company MSU Award”) and each Performance Shares award (a “Company PS Award”) that is outstanding as of the Effective Time will be cancelled by virtue of the Merger and without any action on the part of the holder thereof, notwithstanding this Section 3.2(b)in consideration for the right to receive, as promptly as practicable (but no later than 15 calendar days) following the Effective Time, a cash payment (without interest and less applicable withholding Taxes) with respect thereto equal to the product of (i) the number of shares of Common Stock subject to such Company MSU Award or Company PS Award as of the Effective Time (with such number of shares determined, in accordance with the applicable award terms, by calculating the actual level of achievement of the applicable performance goals as of the Effective Time) and (ii) the Per Share Merger Consideration (the “Performance Award Consideration” and, together with the RSU Consideration and the DSU Consideration, the shares of “Company Common Stock underlying Stock-Based Award Consideration”); provided that to the extent that any such Company RSU Awards shall MSU Award or Company PS Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be deemed outstanding shares paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code. (d) All compensation deferred as Deferred Stock Units (“Company Common Stock immediately DSU Award”) prior to the Effective Time in notional accounts pursuant to the Company Stock Compensation Program for Non-Employee Directors (as amended and shall be treated restated effective as Eligible Shares within of January 1, 2005) and the meaning Company Deferred Compensation Program for Non-Employee Directors, as amended from time to time (the “Director Deferred Compensation Program”), by non-employee directors who will experience a “separation from service” under Section 409A of Section 3.1(b)(i). Following the Code as of the Effective Time, no such Company RSU Award that was outstanding will, as of the Effective Time, be cancelled and converted into a right of the holder to receive an amount denominated in cash equal to the product of (i) the number of shares of Common Stock deemed invested under or otherwise referenced by the notional account immediately prior to before the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall (ii) the Per Share Merger Consideration (the “DSU Consideration”), and will cease to have any rights with respect thereto, except the represent a right to receive a number of shares of Common Stock or cash equal to or based on the Merger Consideration in exchange for value of a number of shares of Common Stock; provided that (A) to the extent that any such Company RSU Award non-employee director is a “specified employee” under Section 409A of the Code or (B) such non-employee director does not have a “separation from service” upon the Effective Time, such cash payment will be paid in accordance with this the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 3.2(b)409A of the Code. (ce) Neither Parent nor any of its Subsidiaries will assume any of the Equity Rights described in this Section 2.7. Prior to the Effective Time, the Company Company, the Board (or, if appropriate, any committee thereof administering of Directors of the Company Equity Plan) shall pass or the Compensation and Organization Committee of the Board of Directors of the Company, as applicable, will adopt any resolutions that are necessary resolutions to effect effectuate the foregoing provisions of this Section 3.22.7. (f) At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate of (i) Company Stock-Based Award Consideration owed to all holders of Company RSU Awards, Company MSU Awards, Company PS Awards and Company DSU Awards (collectively, the “Company Stock Based Awards”) and (ii) Option Consideration owed to all holders of Company Options. The Except as set forth in Section 2.7 of the Company shall be entitled Disclosure Letter, as promptly as practicable (but, subject to deduct compliance with Section 409A of the Code, no later than 15 calendar days) following the Effective Time, the applicable holders of Company Stock Based Awards and withhold Company Options will receive a payment from the consideration contemplated within Company or the Surviving Corporation, through its payroll system or payroll provider, of all amounts required to be paid to such holders in respect of Company Stock Based Awards or Company Options that are cancelled and converted into cash pursuant to this Section 3.2 in accordance with 2.7. Notwithstanding the terms foregoing, if any payment owed to a holder of Company Stock Based Awards or Company Options pursuant to this Agreement and Section 2.7 cannot be made through the Company Equity Planor the Surviving Corporation’s payroll system or payroll provider (including because the holder is a non-employee director), then the Surviving Corporation will deliver such payment either by check or wire transfer of immediately available funds to such holder, with any check or wire transfer being sent to such holder promptly following the Effective Time (but, subject to compliance with Section 409A of the Code, in no event more than 15 calendar days thereafter). All payments made pursuant to this Section 2.7(f) will be without interest and less any applicable withholding Taxes and will be subject to compliance with Section 409A of the Code.

Treatment of Equity Compensation Awards. (a) Each outstanding award As soon as practicable following the date of restricted Company Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b). (c) Prior to the Effective TimeAgreement, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Stock Plan) shall pass any necessary adopt such resolutions and take all such other actions as may be required to effect the foregoing provisions following: (i) each Company Stock Option, whether vested or unvested, outstanding immediately prior to the Effective Time shall, at the Effective Time, automatically and without any action on the part of this Section 3.2. The the holders thereof, be converted into a Parent Stock Option, subject to the same terms and conditions as were applicable under such Company Stock Option, to acquire the number of shares of Parent Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Stock Option divided by (B) the Exchange Ratio; (ii) each Company TSU and Company Board RSU outstanding immediately prior to the Effective Time shall, at the Effective Time, become fully vested and be converted into a Parent RSU, subject to the same terms and conditions as were applicable under such Company TSU or Company Board RSU immediately prior to the Effective Time, with respect to a number of shares of Parent Common Stock subject to such award determined by multiplying the number of shares subject to such Company TSU or Company Board RSU immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole share; and (iii) each Company PSU outstanding immediately prior to the Effective Time shall, at the Effective Time, become fully vested and be converted into a number of shares of Parent Common Stock, with performance-vesting conditions determined such that Company PSUs to be earned based on the Company stock price level attained over a performance period shall be entitled considered earned at the level corresponding to deduct and withhold from the consideration contemplated within this Section 3.2 price measured based on the Company’s closing stock price on the last trading day prior to the Closing Date, in accordance with the terms and conditions of this Agreement the applicable award agreement pursuant to which such Company PSU was granted, and by multiplying such number of shares of Company Common Stock subject to such Company PSU immediately prior to the Company Equity PlanEffective Time by the Exchange Ratio, rounded up to the nearest whole share.

Treatment of Equity Compensation Awards. (a) Each outstanding award of restricted stock units (including Company Common Stock DSU Awards and restricted stock units subject to performance-based vesting conditions) issued pursuant to the Company’s 2012 Equity 2021 Long Term Incentive Plan, as may be amended from time to time (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock RSU Award”) shall terminate and that by its terms does not settle by reason of the occurrence of the Closing shall, by virtue of the occurrence of the Closing and without any action by the Parties, be cancelled as assumed by Parent and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of Company Common Stock subject to the Company RSU Award immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld multiplied by the Surviving Corporation and deemed conveyed to the holder Exchange Ratio, effective as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes Effective as of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award each Converted RSU shall continue to be governed by the same terms and conditions (including vesting and forfeiture) that was outstanding immediately prior were applicable to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such corresponding Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such ; provided that any Company RSU Awards Award subject to performance-based vesting conditions shall continue to be deemed outstanding shares measured pursuant to the same terms and conditions of the underlying Company Common Stock RSU Award in effect as of immediately prior to the Effective Time and Time; provided further that Converted RSU Awards subject to performance-based vesting conditions held by those Company Employees listed on Schedule 3.2 of the Company Disclosure Letter (each, a “Company Executive”) shall be treated each provide that, in the event the Company Executive’s employment is terminated for death, disability, by Parent or any Subsidiary of Parent for any reason other than for Cause (as Eligible Shares defined in the applicable award agreement), or by the Company Executive for Good Reason (as defined in the applicable award agreement), in each case, on or within 12 months following the meaning Closing Date, the portion of Section 3.1(b)(i). Following the Effective Time, no such Company Executive’s Converted RSU Award that was outstanding subject to performance-based vesting conditions shall, effective as of such Company Executive’s termination date, immediately vest in full based on deemed achievement of any applicable performance goals at the maximum level of performance; provided, further, that, effective as of immediately prior to the Effective Time Time, each Company DSU Award held by a member of the Company Board who is not a Company Designee shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration immediately vest in exchange for such Company RSU Award in accordance with this Section 3.2(b)full. (cb) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Plan) shall pass any necessary resolutions to effect the foregoing provisions of this Section 3.2. The Company shall be entitled to deduct and withhold from the consideration contemplated within this Section 3.2 in accordance with the terms of this Agreement and the Company Equity Plan.

Treatment of Equity Compensation Awards. (a) Each outstanding award As soon as practicable following the date of restricted Company Common Stock issued pursuant to this Agreement, the Company’s 2012 Equity Incentive Plan, as amended (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and be cancelled as Board of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net Directors of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b). (c) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Stock Plan or the Director Stock Plan) shall pass any necessary adopt such resolutions as may be required to effect the foregoing provisions following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock subject to such Company Stock Option multiplied by (B) the number of Shares subject to such Company Stock Option, which shall be paid as promptly as practicable following, but in no event later than ten (10) Business Days after, the Effective Time; (ii) adjust the terms of all outstanding Company RSUs (other than the Company 2018 RSUs) as necessary to provide that, at the Effective Time, each such Company RSU outstanding immediately prior to the Effective Time shall vest in full and shall be canceled and converted into the right to receive, for each share of Company Common Stock subject to such Company RSU, the Merger Consideration, which shall be paid as promptly as practicable following, but in no event later than ten (10) Business Days after, the Effective Time; (iii) with respect to each Company 2018 RSU, provide that such Company 2018 RSU shall be converted into, and shall constitute, as applicable, restricted stock units subject to Parent Common Stock, on the same terms and conditions as were applicable to such Company 0000 XXX immediately prior to the Effective Time, with respect to the number of shares of Parent Common Stock determined by multiplying the number of Shares subject to such Company 2018 RSU by the Equity Award Exchange Ratio; (iv) adjust the terms of all outstanding Company PSUs as necessary to provide that, at the Effective Time, each such Company PSU outstanding immediately prior to the Effective Time shall vest at the target level of vesting and shall be canceled and converted into the right to receive, for each share of Company Common Stock subject to such then-vested Company PSU, the Merger Consideration, which shall be paid as promptly as practicable following, but in no event later than ten (10) Business Days after, the Effective Time; (v) adjust the terms of all outstanding Director RSUs as necessary to provide that, at the Effective Time, each such Director RSU outstanding immediately prior to the Effective Time shall vest in full and shall be canceled and converted into the right to receive, for each share of Company Common Stock subject to such Director RSU, the Merger Consideration, which shall be paid as promptly as practicable following, but in no event later than ten (10) Business Days after, the Effective Time; (vi) distribute all Accumulated Dividend Equivalents to the applicable holders of Company RSUs, Company PSUs and Director RSUs, which shall be paid as promptly as practicable following, but in no event later than ten (10) Business Days after, the Effective Time; and (vii) make such other changes to the Company Stock Plan or the Director Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger. With respect to any amount payable under this Section 3.23.2(a) that constitutes nonqualified deferred compensation subject to Section 409A of the Code, to the extent that payment of such amount would otherwise cause the imposition of a Tax or penalty under Section 409A of the Code, such payment shall instead be made at the earliest time permitted under this Agreement and the terms of the corresponding award that will not result in the imposition of such Tax or penalty. (b) All payments described in Section 3.2(a) (other than with respect to Director RSUs) shall be paid through the payroll system or payroll provider of the Surviving Corporation or its applicable Affiliate. Notwithstanding the foregoing, if any such payment cannot be made through such payroll system or payroll provider, then the Surviving Corporation or its applicable Affiliate will issue a check for such payment promptly following the Closing Date. Parent shall deposit or cause to be deposited with the Surviving Corporation or its applicable Affiliate, by wire transfer of immediately available funds at or promptly following the Effective Time, the amount of any such payments to the extent that the Surviving Corporation’s or its applicable Affiliate’s cash as of the Effective Time is insufficient to fund such payments. (c) Prior to the Effective Time, Parent shall cause to be maintained or filed with the SEC a registration statement on Form S-8 (or another appropriate form) registering (to the extent permitted under applicable Law) a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock subject to the restricted stock units of Parent Common Stock as provided in Section 3.2(a)(iii). Parent shall use commercially reasonable efforts to maintain (to the extent permitted under applicable Law) the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any such restricted stock units of Parent Common Stock remain outstanding. The Company shall be entitled to deduct cooperate with, and withhold from assist Parent in the consideration contemplated within this Section 3.2 in accordance with the terms of this Agreement and the Company Equity Planpreparation of, such registration statement.

Treatment of Equity Compensation Awards. (a) Each outstanding award of restricted Company Common Stock issued pursuant Except as otherwise agreed to in writing prior to the CompanyEffective Time by Parent and a holder of any Company Options with respect to any of such holder’s 2012 Equity Incentive PlanCompany Options, as amended (each Company Option, whether vested or unvested, that has an exercise price per Share that is less than the “Company Equity Plan”) Per Share Merger Consideration and that is outstanding immediately prior to the Effective Time (eachshall, a “Company Stock Award”) shall terminate as of the Effective Time, become fully vested and be cancelled as canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess of the Per Share Merger Consideration over the exercise price per Share of such Company Option and (ii) the total number of Shares subject to such Company Option (such amount, the “Option Consideration”). At the Effective Time, each Company Option that has an exercise price per Share that is greater than or equal to the Per Share Merger Consideration, whether or not exercisable or vested, shall be canceled and the holder of such Company Option shall not be entitled to receive any payment in exchange for such cancellation. From and after the Effective Time, there shall be no outstanding Company Options. (b) Each Company RSU Award outstanding immediately prior to the Effective Time shall, as of the Effective Time, become fully vested and be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Per Share Merger Consideration and (ii) the total number of Shares subject to such Company RSU Award (such amount, the “RSU Consideration”). (c) Except as otherwise provided in the Company Disclosure Letter, at or immediately prior to the Effective Time, the number of Shares earned for each Company Performance Share Award granted under any Company Benefit Plan as to which the performance period has not lapsed, but which is still outstanding, shall be calculated by multiplying the Target Share Amount (for purpose of this Section 2.3(c), capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the applicable award agreement) by a fraction, the numerator of which is the number of days in the period starting on the first day of the Performance Period and ending on the date of the Change in Control and the denominator of which is the number of days in the Performance Period; provided, that if the holder of such award had a Termination of Employment due to Total Disability, Death or Retirement prior to the date of the Change in Control, the number of Shares earned shall be equal to the Target Share Amount. At or immediately prior to the Effective Time, each Share so earned shall, as of the Effective Time, be converted into the right to receive an amount in cash, without interest, equal to the Per Share Merger Consideration (such amount, the “Non-Lapsed Performance Share Consideration”). (d) Any Company Performance Share Award granted under any Company Benefit Plan as to which the performance period has lapsed prior to, net of any Taxes withheld pursuant to Section 3.3(i) (but which Taxes has not been canceled or settled at or before, the Effective Time shall be withheld by canceled at the Surviving Corporation Effective Time and deemed conveyed converted into the right to receive a payment in cash, without interest, equal to the holder as shares product of Parent Common Stock (i) the number of Shares that would otherwise be received issuable under the terms and conditions of such award based on the actual performance achieved during the applicable performance period, and (ii) the Per Share Merger Consideration (such amount, collectively with the Non-Lapsed Performance Share Consideration, the “Performance Share Consideration”). (e) Prior to the Effective Time, the Company shall provide optionees with notice of their opportunity to exercise their Company Options if such notice is required by the holder pursuant applicable plan or award agreement, adopt such resolutions and take all other such actions as may reasonably be necessary in its discretion to effectuate the treatment of the Company Options, the Company RSU Awards and the Company Performance Share Awards contemplated by this Section 3.3(a)2.3. (f) Any amounts contributed by participating employees through payroll deduction in respect of the then current Offering Period under the Employee Share Purchase Plan (the “ESPP”) (for purpose of this Section 2.3(f), with respect capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the ESPP) shall be deemed applied to the numbers purchase of shares of Company Common Stock subject to Shares on the same terms and conditions as though the Purchase Date for such Company Stock Award Offering Period occurred immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), with any cash balance remaining in a participant’s account after such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior Purchase Date because it was less than the amount required to purchase a full Share returned to the Effective Time and employee. Each participating employee shall be treated as Eligible Shares within receive a cash payment, without interest, equal to the meaning of Section 3.1(b)(iPer Share Merger Consideration for each such Share deemed purchased pursuant to the immediately preceding sentence (such amount, the “ESPP Consideration”). Following As of the Effective Time, no such the Company shall cause the ESPP to terminate. (g) Each Director Annual Stock Award that was Grant outstanding immediately prior to the Effective Time shall remain outstanding and each former holder shall, as of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (eachTime, a “Company RSU Award”), whether become fully vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time canceled and be converted into the right to receive the Merger Considerationan amount in cash, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed without interest, equal to the holder as shares product of Parent Common Stock that would otherwise be received by (i) the holder pursuant to Section 3.3(a)), with respect to Per Share Merger Consideration and (ii) the total number of shares of Company Common Stock Shares subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b)Director Annual Stock Grant (such amount, the shares of Company Common “Director Annual Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(bGrant Consideration”). (ch) Unless an earlier payment date is required by any provision of Law (including to comply with the applicable provisions of Section 409A of the Code), or unless the amounts are subject to a deferral election (and in which case payment shall be made in accordance with such deferral election), Parent shall cause the Surviving Corporation to pay the Option Consideration, the RSU Consideration, the Performance Share Consideration, the ESPP Consideration and the Director Annual Stock Grant Consideration through the normal payment processes of the Surviving Corporation within five (5) Business Days following the Effective Time and, in each case, subject to, and net of, any and all amounts required to be withheld therefrom pursuant to Law. (i) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Equity any Stock Plan) shall pass adopt such resolutions or take action by written consent in lieu of a meeting to terminate each Stock Plan and any necessary resolutions relevant award agreements applicable to effect each Stock Plan, and to cancel any Equity Rights that are outstanding and unexercised, whether or not vested or exercisable, at the foregoing provisions Effective Time, subject to the right of the holders of such Equity Rights as provided in this Section 3.2. The Company shall be entitled to deduct and withhold from the consideration contemplated within this Section 3.2 in accordance with the terms of this Agreement and the Company Equity Plan2.3.

Treatment of Equity Compensation Awards. (a) Each outstanding award of restricted Company Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b). (c) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Plan) shall pass any necessary resolutions to effect the foregoing provisions of this Section 3.2. The Company shall be entitled to deduct and withhold from the consideration contemplated within this Section 3.2 in accordance with the terms of this Agreement and the Company Equity Plan.

Treatment of Equity Compensation Awards. (a) Each outstanding award At the Effective Time, without any further action on the part of restricted Company any holder thereof, each stock option to purchase shares of Common Stock issued pursuant granted under any Stock Plan (each, a “Stock Option”) that is outstanding and unexercised immediately prior to the Company’s 2012 Equity Incentive Plan, as amended Effective Time and that has an exercise price per share of Common Stock underlying such Stock Option (the “Company Equity PlanExercise Price”) that is less than the Per Share Merger Consideration (each such Stock Option, an “In-the-Money Stock Option”), whether or not vested, will be cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the Per Share Merger Consideration over the Exercise Price of such In-the-Money Stock Option by (ii) the number of shares of Common Stock subject to such In-the-Money Stock Option (such amount, the “Stock Option Consideration”). At the Effective Time, each Stock Option that is outstanding and unexercised immediately prior to the Effective Time and that has an Exercise Price that is equal to or greater than the Per Share Merger Consideration, whether or not vested, will be cancelled and the holder of such Stock Option will not be entitled to receive any payment in exchange for such cancellation. (b) At the Effective Time, each award of shares of Common Stock granted under any Stock Plan that remains subject to vesting conditions (the “Restricted Stock”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and will be cancelled as of immediately prior to the Effective Time and be converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the Per Share Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(iConsideration by (ii) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers number of shares of Company Common Restricted Stock subject to (such Company amount, the “Restricted Stock Award Consideration”), for the avoidance of doubt, without taking into consideration any performance-based vesting criteria. (c) At the Effective Time, each performance unit award granted under any Stock Plan that is outstanding immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding whether or payable immediately prior to the Effective Time not vested (each, a “Company RSU Performance Unit Award”), whether vested or unvested, shall terminate will be canceled and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive an amount in cash, calculated by determining the Merger Considerationamount that would have been paid with respect to such Performance Unit Award for the subject award’s full performance period, net based on annualized performance for the subject award through the period ended on the December 31 immediately preceding the Effective Time as if such annualized performance was achieved over the full subject award period (based on the conditions set for payment of any Taxes withheld pursuant to Section 3.3(isuch Performance Unit Award for the subject award period) (which Taxes shall be withheld by such amount, the “Performance Unit Consideration”). (d) Sumitomo will cause the Surviving Corporation to pay the Stock Option Consideration, the Restricted Stock Consideration and deemed conveyed the Performance Unit Consideration less any amounts required to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), deducted or withheld with respect to the number making of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of claritypayment under any applicable Law, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following at or reasonably promptly after the Effective Time, but in no such Company RSU Award that was outstanding immediately prior to event later than five Business Days after the Effective Time shall remain outstanding and each former holder Time, through the payroll system of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b)Surviving Corporation. (ce) Prior to the Effective Time, the Company Board of Directors of Symetra (or, if appropriate, any committee thereof administering the Company Equity any Stock Plan) shall pass any will adopt such resolutions and take such other actions as are necessary resolutions in order to effect effectuate the foregoing provisions of actions contemplated by this Section 3.2. The Company 2.07, without paying any consideration or incurring any debts or obligations on behalf of Symetra or the Surviving Corporation (other than as to the payment of the Stock Option Consideration, Restricted Stock Consideration and Performance Unit Consideration), provided that such resolutions and actions shall expressly be conditioned upon the consummation of the Merger and the other transactions contemplated hereby and shall be entitled to deduct and withhold from the consideration contemplated within this Section 3.2 in accordance with the terms of no effect if this Agreement and the Company Equity Planis terminated.

Treatment of Equity Compensation Awards. (a) Each outstanding At the Effective Time, each restricted stock or restricted stock unit award granted by the Company in respect of restricted Company shares of Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the a “Company Equity PlanRestricted Stock Award”) that is outstanding immediately prior to as of the Effective Time (eachTime, a “Company Stock Award”) shall terminate whether or not vested, will immediately vest and be cancelled as by virtue of immediately prior to the Effective Time Merger and be converted into without any action on the part of the holder thereof, in consideration for the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(ia cash payment (without interest and less applicable withholding Taxes) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed with respect thereto equal to the holder as shares product of Parent Common Stock that would otherwise be received by (i) the holder pursuant to Section 3.3(a)), with respect to the numbers number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time. For purposes as of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within (ii) the meaning of Section 3.1(b)(i). Following Per Share Merger Consideration (the Effective Time, no such Company “Restricted Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(aConsideration”). (b) Each outstanding At the Effective Time, each right of any kind, contingent or accrued, to acquire or receive shares of Common Stock or consideration or other benefits measured by the value of the Common Stock, and each award of restricted stock units issued pursuant to any kind consisting of Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Company Equity Plan that is outstanding Stock Plans or payable immediately prior to any other Benefit Plan, other than the Effective Time Restricted Stock Awards (each, a an “Company RSU Other Award”), that is outstanding as of the Effective Time, whether vested or unvestednot vested, shall terminate will immediately vest and be cancelled as by virtue of immediately prior to the Effective Time Merger and be converted into without any action on the part of the holder thereof, in consideration for the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(ia cash payment (without interest and less applicable withholding Taxes) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed with respect thereto equal to the holder as shares product of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to (i) the number of shares of Company Common Stock subject to such Company RSU Other Award immediately as of the Effective Time and (ii) the Per Share Merger Consideration (the “Other Award Consideration”). (c) At or prior to the Effective Time. For purposes , Parent will deposit or cause to be deposited with the Company, by wire transfer of clarity, notwithstanding this Section 3.2(b)immediately available funds, the shares aggregate of Company Common (i) the Restricted Stock underlying such Company RSU Award Consideration owed to all holders of Restricted Stock Awards shall be deemed outstanding shares and (ii) the Other Award Consideration owed to all holders of Company Common Stock immediately prior Other Awards, if any. As promptly as practicable but, subject to compliance with Section 409A of the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following Code, no later than 15 calendar days following the Effective Time, no the applicable holders of Restricted Stock Awards and, if applicable, Other Awards will receive a payment from the Surviving Corporation, through its payroll system or payroll provider, of all amounts required to be paid to such Company RSU Award holders in respect of the Restricted Stock Awards and, if applicable, Other Awards that was outstanding are cancelled and converted into cash pursuant to this Section 3.7. Notwithstanding the foregoing, if any payment owed to any such holder pursuant to this Section 3.7 cannot be made through the Surviving Corporation’s payroll system or payroll provider (including because the holder is a non-employee director), then the Surviving Corporation will deliver such payment either by check or wire transfer of immediately prior available funds to such holder, with any check or wire transfer being sent to such holder promptly following the Effective Time shall remain outstanding and each former holder and, subject to compliance with Section 409A of any such Company RSU Award shall cease the Code, in no event more than 15 calendar days thereafter. All payments made pursuant to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b)3.7 will be without interest and less any applicable withholding Taxes and will be subject to compliance with Section 409A of the Code. (cd) Prior to the Effective Time, the Board of Directors of the Company Board (or, if appropriate, any or an appropriate committee thereof administering will adopt any resolutions that are necessary to effectuate the Company Equity Plan) shall pass any necessary resolutions to effect the foregoing provisions of this Section 3.2. The Company shall be entitled to deduct and withhold from the consideration contemplated within this Section 3.2 in accordance with the terms of this Agreement and the Company Equity Plan3.7.

Treatment of Equity Compensation Awards. (a) Each outstanding award As soon as practicable following the date of restricted Company Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b). (c) Prior to the Effective TimeAgreement, the Company Board (or, if appropriate, any committee thereof administering the Company Equity Stock Plan or the Director Stock Plan) shall pass any necessary adopt such resolutions as may be required to effect the foregoing provisions following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock subject to such Company Stock Option multiplied by (B) the number of shares of Company Common Stock subject to such Company Stock Option; provided, however, that, notwithstanding the foregoing, the portion of each Company Stock Option with respect to which the applicable exercise price per share of Company Common Stock subject to such Company Stock Option is equal to or greater than the Merger Consideration shall be canceled at the Effective Time in exchange for no consideration; (ii) adjust the terms of all outstanding Company RSUs as necessary to provide that, at the Effective Time, each such Company RSU outstanding immediately prior to the Effective Time shall vest in full and shall be canceled and converted into the right to receive, for each share of Company Common Stock subject to such Company RSU, a lump-sum cash payment equal to the Merger Consideration; (iii) adjust the terms of all outstanding Company PSUs as necessary to provide that, at the Effective Time, each such Company PSU outstanding immediately prior to the Effective Time shall vest at the greater of the target level and actual performance based on the results through the Effective Time as determined by the Compensation Committee of the Company Board and shall be canceled and converted into the right to receive, for each share of Company Common Stock subject to such then-vested Company PSU, a lump-sum cash payment equal to the Merger Consideration; (iv) adjust the terms of all outstanding Director RSUs as necessary to provide that, at the Effective Time, each such Director RSU outstanding immediately prior to the Effective Time shall vest in full and shall be canceled and converted into the right to receive, for each share of Company Common Stock subject to such Director RSU, a lump-sum cash payment equal to the Merger Consideration; (v) distribute all Accumulated Dividend Equivalents to the applicable holders of Company RSUs, Company PSUs and Director RSUs; and (vi) make such other changes to the Company Stock Plan or the Director Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger. (b) With respect to any amount payable under Section 3.2(a) that constitutes nonqualified deferred compensation subject to Section 409A of the Code, to the extent that payment of such amount would otherwise cause the imposition of a Tax or penalty under Section 409A of the Code, such payment shall instead be made at the earliest time permitted under this Agreement and the terms of the corresponding award that will not result in the imposition of such Tax or penalty. (c) As soon as practicable following the date of this Section 3.2. The Agreement, the Company Board (or, if appropriate, any committee thereof administering the Company ESPP) shall adopt such resolutions or take such other necessary actions such that (i) with respect to any Offering Period (as such term is defined in the Company ESPP) in progress as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and any option to purchase shares of Company Common Stock under the Company ESPP shall be entitled deemed to deduct have been exercised upon the earlier to occur of (A) immediately prior to the Effective Time or (B) the date on which such Offering Period would otherwise end, and withhold no additional Offering Period(s) shall commence under such Company ESPP after the date of this Agreement, (ii) no individual participating in the Company ESPP shall be permitted to (A) increase the amount of his or her rate of payroll contributions thereunder from the consideration contemplated within rate in effect as of the date of this Section 3.2 Agreement, or (B) except to the extent required by applicable Law, make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement, (iii) no individual who is not participating in accordance with the terms Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement and (iv) subject to the consummation of the Merger, the Company Equity PlanESPP shall terminate, effective immediately prior to the Effective Time. Notwithstanding the foregoing, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company ESPP) shall use its best efforts to provide written notice to the participants in the Company ESPP at least ten (10) days prior to the Closing Date, and the participants in the Company ESPP shall, following the receipt of such notice, have the right to terminate their contributions to the Company ESPP and receive a cash distribution of their accounts prior to the Closing Date. (d) All payments described in Section 3.2(a) (other than with respect to Director RSUs) shall be paid through the payroll system or payroll provider of the Surviving Corporation or its applicable Affiliate as soon as practicable following the Effective Time (no later than the second regularly scheduled payroll run of the Surviving Corporation or its applicable Affiliate following the Closing Date). Notwithstanding the foregoing, if any such payment cannot be made through such payroll system or payroll provider (including any payment with respect to Director RSUs), then the Surviving Corporation or its applicable Affiliate will issue a check for such payment promptly following the Closing Date (and in any event no later than 10 Business Days thereafter). Parent shall deposit, or cause to be deposited, with the Surviving Corporation or its applicable Affiliate, by wire transfer of immediately available funds at or promptly following the Effective Time, the amount of any such payments to the extent that the Surviving Corporation’s or its applicable Affiliate’s cash as of the Effective Time is insufficient to fund such payments.

Treatment of Equity Compensation Awards. (a) Each outstanding award of restricted Company Common Stock issued pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the “Company Equity Plan”) that is outstanding immediately prior to the Effective Time (each, a “Company Stock Award”) shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the numbers of shares of Company Common Stock subject to such Company Stock Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(a), such Company Stock Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company Stock Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company Stock Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company Stock Award in accordance with this Section 3.2(a). (b) Each outstanding award of restricted stock units issued pursuant to the Company Equity Plan that is outstanding or payable immediately prior to the Effective Time (each, a “Company RSU Award”), whether vested or unvested, shall terminate and be cancelled as of immediately prior to the Effective Time and be converted into the right to receive the Merger Consideration, net of any Taxes withheld pursuant to Section 3.3(i) (which Taxes shall be withheld by the Surviving Corporation and deemed conveyed to the holder as shares of Parent Common Stock that would otherwise be received by the holder pursuant to Section 3.3(a)), with respect to the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time. For purposes of clarity, notwithstanding this Section 3.2(b), the shares of Company Common Stock underlying such Company RSU Awards shall be deemed outstanding shares of Company Common Stock immediately prior to the Effective Time and shall be treated as Eligible Shares within the meaning of Section 3.1(b)(i). Following the Effective Time, no such Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange for such Company RSU Award in accordance with this Section 3.2(b). (c) Prior to the Effective Time, the Company or the Board of Directors of the Company (or, if appropriate, any committee thereof administering thereof) shall take all action necessary so that (or, in the case of clause (v) below, shall use reasonable best efforts so that) immediately prior to the Effective Time: (i) each outstanding compensatory stock option to purchase Common Shares granted under the Amended and Restated Equity Incentive Plan or the Non-Management Directors’ Stock Compensation Plan of the Company Equity Plan(together, the “Company Stock Plans”), any other compensatory agreement, plan, arrangement or policy of the Company or otherwise (an “Option ”) shall pass any necessary resolutions be canceled, and Parent shall pay, or cause the Surviving Corporation to effect pay, immediately after the foregoing provisions Effective Time, each holder of this Section 3.2. The such Option, whether or not then vested or exercisable, for each such Option an amount determined by multiplying (A) the excess, if any, of the Merger Consideration Value over the applicable per share exercise price of such Option by (B) the number of Common Shares such holder could have purchased (assuming full vesting of all Options) had such holder exercised such Option in full immediately prior to the Effective Time; (ii) each outstanding share unit granted or otherwise issued under the Executive Stock Purchase Plan of the Company or the Deferred Compensation Plan of the Company (an “ESPP Share Unit”) shall be entitled canceled, and Parent shall pay, or cause the Surviving Corporation to deduct pay, immediately after the Effective Time, each holder of such ESPP Share Unit, whether or not then vested, for each such ESPP Share Unit an amount equal to the Merger Consideration Value; (iii) each outstanding Common Share that is subject to vesting, restrictions on transferability and withhold from risks of forfeiture and is granted or otherwise issued under any Company Stock Plan or any other compensatory agreement, plan, arrangement or policy of the consideration contemplated within this Company (a “Restricted Share”) shall be canceled, and Parent shall pay, or cause the Surviving Corporation to pay, immediately after the Effective Time, each holder of such Restricted Share for each such Restricted Share an amount equal to the Merger Consideration Value; (iv) each outstanding share unit (other than ESPP Share Units) granted or otherwise issued under any Company Stock Plan, any other compensatory agreement, plan, arrangement or policy of the Company or otherwise (a “Restricted Share Unit” and, collectively, together with Options, ESPP Share Units and Restricted Shares, “Compensatory Awards”) shall be canceled, and Parent shall pay, or cause the Surviving Corporation to pay, immediately after the Effective Time, each holder of such Restricted Share Unit, whether or not then vested, for each such Restricted Share Unit an amount equal to the Merger Consideration Value; and (v) the trust established under the Agreement of Trust Under C-TEC Corporation Executive One-for-One Stock Purchase Plan shall be terminated, and all Common Shares held in such trust (“Grantor Trust Shares”) shall be distributed to the Company immediately prior to the Effective Time, and shall be canceled at the Effective Time in accordance with Section 3.2 1.02(a) . Prior to the Closing, Parent shall put in place arrangements reasonably satisfactory to the Company to ensure payment of such amounts in accordance with the terms provisions set forth in this Section 1.04(a) . (b) For purposes of this Agreement Agreement, the term “Merger Consideration Value” means the sum of (i) the per share Cash Merger Consideration and (ii) the Company Equity Planproduct obtained by multiplying the per share Stock Merger Consideration by the five-day average closing price of Parent Stock ending on the second trading day immediately preceding the Closing Date (as reported in The Wall Street Journal).