Common use of Treatment of Options and Other Equity-Based Awards Clause in Contracts

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share of such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”). (c) 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.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase shares of Company Common Stock granted under any of the 2006/2007 Stock Incentive & Compensation Plan, the 2007/2008 Stock Incentive & Compensation Plan, the 2008/2009 Stock Incentive & Equity Compensation Plan or the 2011/2012 Stock Incentive & Equity Compensation Plan (the “Company Stock Plans, whether vested or unvested, ”) that is outstanding at immediately prior to the Effective Time (whether or not vested) shall be deemed fully vested and shall be cancelled and, in exchange therefor, for the Surviving Corporation shall pay right to each former holder receive shares of any such cancelled Company Parent Common Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax, with cash being paid in lieu of issuing fractional shares of Parent Common Stock) with a value equal to the product of (i) the excess (if any) of the Merger Consideration Closing Value over the exercise price per Share of share under such Company Stock Option and (ii) the number of Shares shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, however, that (A) if the exercise price per Share share of any such Company Stock Option is equal to or greater than the Merger ConsiderationConsideration Closing Value, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof, and (B) at the option of Parent, in lieu of paying all or a portion of the amounts due to a holder of Company Stock Options under this paragraph in shares of Parent Common Stock, Parent may substitute for such shares an equivalent amount in cash. For purposes of the preceding sentence, the shares of Parent Common Stock to be issued to holders of Company Stock Options shall be deemed to have a value equal to the closing price of Parent Common Stock on the New York Stock Exchange on the first trading day immediately preceding the Closing Date. Promptly following the Closing Date (and, in any event, within ten Business Days thereof), Parent shall (1) if any shares of Parent Common Stock are being issued to any holder of Company Stock Options, cause Parent’s transfer agent to issue such Parent Common Stock, and (2) if any cash payments are being made to any holder of Company Stock Options, cause the Company to process such payments through its payroll system. (b) At the Effective TimeThe Company shall take all action necessary to ensure that, and without any action on the part as of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”). (c) Prior to the Effective Time, the Company Stock Plans and any agreements thereunder and any other equity-based compensation or benefit plans (collectively, the “Company Equity Plans”) shall adopt such resolutions be terminated, and take such all Company Stock Options and all other actions as may equity-based awards shall be reasonably required cancelled at the Effective Time. After the Effective Time, no holder of a Company Stock Option or other equity-based award or any participant in any Company Equity Plan shall have any rights to effectuate acquire the provisions capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, or any other rights with respect thereto, except the right to receive the payments (if any) contemplated by this Section 2.2Section.

Treatment of Options and Other Equity-Based Awards. (a) At Company shall take all actions necessary to ensure that, at the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares or similar right (each, a “Company Stock Option”) to purchase Shares granted under any stock option, stock purchase, director compensation or other equity compensation plan, arrangement or agreement of Company, other than the PSS World Medical Employee Stock Purchase Plan (“Company Stock ESPP”) (the “Company Equity Plans”), or otherwise, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, and the Surviving Corporation holder thereof shall pay be entitled to each former holder of any such cancelled Company Stock Option immediately following the Effective Time receive an amount in cash (cash, without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess total number of Shares subject to such Stock Option, multiplied by (ii) the excess, if any, of the per Share Merger Consideration over the exercise price per Share of such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (with the aggregate amount of such paymentspayment to the holder to be rounded to the nearest cent), collectively, less the amount of any required withholding Tax (the “Option PaymentsConsideration”); provided, . The Option Consideration shall be paid as soon as reasonably practicable following the Effective Time (and in no event later than 10 Business Days after the Effective Time). No holder of a Stock Option that if the has an exercise price per Share of any such Company Stock Option that is equal to or greater than the per Share Merger Consideration, Consideration shall be entitled to any payment with respect to such Company cancelled Stock Option before or after the Effective Time. Payment of any cash amounts to be paid pursuant to this Section 2.2(a) shall be canceled without any cash payment being made in respect thereofthrough Company’s (or the Surviving Corporation’s) payroll. (b) At Company shall take all actions necessary to ensure that, at the Effective Time, each Share subject to restrictions on transfer and/or forfeiture granted under a Company Equity Plan or otherwise (the “Restricted Stock”), that is outstanding immediately prior to the Effective Time, shall become fully vested and all restrictions on transfer and/or forfeiture shall lapse as of the Effective Time, and without shall thereafter represent the unrestricted right to receive the Merger Consideration, less the amount of any action on required withholding Tax. (c) Company shall take all actions necessary to ensure that, at the part of the Company, Parent, HoldCo, Merger Sub or the holders thereofEffective Time, each restricted stock unit, deferred stock unit and each common stock equivalent unit granted under a Company Equity Plan, whether time-vesting, performance-based or in the nature of deferred compensation (each each, a “Company Stock RightUnit”) granted under any of the Company Stock Plans), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall become fully vested (based on an assumed attainment of performance goals at “target” level in the case of performance-based awards) and each such vested Stock Unit shall cease to represent a right to receive a Share of Company’s common stock, and the holder thereof shall be cancelled andentitled to receive an amount in cash, without interest, equal to the per Share Merger Consideration, less the amount of any required withholding Tax (the “Stock Unit Consideration”). The Stock Unit Consideration shall be paid as soon as reasonably practicable following the Effective Time (and in exchange thereforno event later than 10 Business Days after the Effective Time). Payment of any cash amounts to be paid pursuant to this Section 2.2(c) shall be made through Company’s (or the Surviving Corporation’s) payroll. (d) As soon as practicable following the date of this Agreement but in no event later than the last day of the monthly Offering (as such term is defined in the Company ESPP) during which the date of this Agreement occurs, Company shall take all actions necessary to ensure that (i) the Company ESPP, and all options or other rights to purchase Shares under the Company ESPP, shall be terminated immediately following the completion of such monthly Offering (the “Final Purchase Date”), (ii) funds credited to each participant’s payroll withholding account under the Company ESPP as of the Final Purchase Date shall be applied to the purchase of whole Shares in accordance with the terms of the Company ESPP (and any amount remaining in such account shall be returned to such participant), which shares shall be treated in the manner described in Section 2.1(a) subject to and upon the occurrence of the Effective Time, and (iii) that no further Offerings shall commence from and after the date hereof. (e) Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Equity Plans shall terminate and (ii) no holder of Stock Options, Restricted Stock or Stock Units and no participant in any Company Equity Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by Company shall have any rights to acquire, or other rights in respect of, the capital stock of Company, the Surviving Corporation shall pay to each former holder or any of any such cancelled Company Stock Right immediately following their Subsidiaries, except the Effective Time an amount in cash rights contemplated by Sections 2.1 and 2.2(a), (without interestb), and subject to deduction for any required withholding Tax(c) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”d). (cf) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company Equity Plans or Company ESPP) shall adopt such resolutions and or take such other actions as may be reasonably required to effectuate effect the provisions transactions described in clauses (a) through (d) of this Section. (g) Prior to the Effective Time, Company shall, in consultation with Parent, deliver all required notices to each holder of Stock Options, Restricted Stock, Stock Units or any participant in the Company Equity Plans or Company ESPP, setting forth each holder’s or participant’s rights pursuant to the applicable Company Equity Plan or Company ESPP, as applicable, and stating that such Stock Options, Restricted Stock, Stock Units or any rights pursuant to such Company Equity Plan or Company ESPP, as applicable, shall be treated in the manner set forth in this Section 2.2.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Acceptance Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Stock Plans”), whether vested or unvested, that is outstanding at immediately prior to the Effective Acceptance Time shall be cancelled and, in exchange therefor, Merger Sub or the Surviving Corporation Corporation, as applicable, shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable (but in no event more than five Business Days) following the Effective Acceptance Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. (b) At the Effective Acceptance Time, and without any action on the part of the Company, Parent, HoldCoOmron, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Acceptance Time shall be cancelled and, in exchange therefor, Merger Sub or the Surviving Corporation Corporation, as applicable, shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Acceptance Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to the vested or earned portion of such Company Stock Right, such vested or earned portion determined in accordance with the terms and conditions of such Company Stock Right, including the Company’s Change in Control Plan, to the extent applicable, or, in the case of Company Stock Rights earned on the basis of the price of the Shares, to the extent the Merger Consideration results in such Company Stock Right (such payments, collectively, the “Rights Payments”)becoming earned. (c) Immediately following the Acceptance Time, to the extent necessary, Parent shall deposit or shall cause to be deposited with the Company cash in U.S. Dollars sufficient to pay all amounts payable pursuant to Sections 3.2(a) and 3.2(b), and the Company’s portion of any FICA or FUTA Tax related thereto. (d) 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 2.23.2 and shall deliver all required notices to each holder of Company Stock Options and Company Stock Rights setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such Company Stock Options and Company Stock Rights shall be treated in the manner set forth in this Section 3.2. (e) Prior to the Effective Time, the Company shall adopt resolutions so that the Company Stock Plans shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other voting securities of the Company, or for the issuance or grant of any right of any kind, contingent or accrued, to receive benefits measured by the value of a number of Shares (other than such rights and benefits which, pursuant to the express written terms of the Company’s Change in Control Plan or any Change in Control Severance Agreement in effect on the date of this Agreement, shall not expire or be cancelled) shall be canceled effective as of the Effective Time, without any liability on the part of the Company, the Surviving Corporation, Parent or Omron (except as otherwise contemplated by this Agreement).

Treatment of Options and Other Equity-Based Awards. (a) At Except as provided below, at the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any of the 2012 Equity Incentive Plan, the 2010 Equity Incentive Plan or the 2007 Equity Incentive Plan (the “Company Stock Plans, whether vested or unvested, ”) that is outstanding at immediately prior to the Effective Time and that is vested or that, upon consummation of the Merger, will automatically vest in accordance with its terms, shall be cancelled and, in exchange therefor, and converted into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Option immediately following the Effective Time receive an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess (if any) of the Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. Notwithstanding the foregoing, any Company Stock Options attributable to outperformance awards (as defined in the Company Stock Plans or award agreements thereunder) that are unvested at the Effective Time and that are not automatically vested pursuant to their terms by virtue of the Merger shall be forfeited as of the Effective Time, without any consideration paid to the option holder. (b) At Except as provided below, at the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock RightRSU”) granted under any of the Company Stock Plans, whether vested or unvested, Plans that is outstanding at immediately prior to the Effective Time and that is vested or that, upon consummation of the Merger, will automatically vest in accordance with its terms, shall become fully vested with respect to 100% of the Shares set forth in the terms of the agreement granting such RSU and shall be cancelled and, in exchange therefor, and converted into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Right immediately following the Effective Time receive an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product Merger Consideration for each such fully earned and vested RSU. Notwithstanding the above, any RSUs attributable to outperformance awards that are unvested at the Effective Time and that are not automatically vested pursuant to their terms by virtue of (i) the Merger Consideration and (ii) shall be forfeited as of the number of Shares subject Effective Time, without any consideration paid to such Company Stock Right (such payments, collectively, the “Rights Payments”)holder thereof. (c) Prior Promptly after the execution of this Agreement, the Company shall mail to each holder of Company Stock Options and RSUs a letter describing the treatment of and payment for such Company Stock Options or RSUs pursuant to this Section 2.2 and providing instructions for use in obtaining payment for such Company Stock Options or RSUs. Parent shall, and shall cause the Surviving Corporation to, at all times from and after the Effective Time maintain sufficient liquid funds to satisfy their obligations to holders of Company Stock Options and RSUs pursuant to this Section 2.2. (d) As of the Effective Time, any then current offering period under the Company’s Employee Stock Purchase Plan (“ESPP”) shall be terminated and any unused cash returned (without interest) to the ESPP participants, and no further Shares shall be purchased thereunder. (e) The Company shall take all reasonable actions necessary to ensure that, as of the Effective Time, the Company Stock Plans and any agreements thereunder, together with the ESPP and any other equity-based compensation or benefit plan (collectively, the “Company Equity Plans”) shall adopt such resolutions be terminated, and take such all Company Stock Options, RSUs, and any other actions as may equity-based awards shall be reasonably required cancelled, at the Effective Time. After the Effective Time, no holder of a Company Stock Option, RSU, or other equity-based award or any participant in any Company Equity Plan shall have any rights to effectuate acquire the provisions capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, or any other rights with respect thereto, except the right to receive the payment contemplated by this Section 2.22.2 in cancellation and settlement thereof. (f) As promptly as practicable following the Effective Time and in any event not later than the third Business Day thereafter, Parent or the Surviving Corporation shall pay (at Parent’s option, through the Company’s payroll system or through the Paying Agent) the amounts due and payable under this Article II to each holder of Company Stock Options and RSUs. (g) The Chief Executive Officer of the Company has not vested in the deferred compensation units granted to him under the Xxxx-Xxxxx Stores, Inc. 2006 Deferred Compensation Plan, as amended, and such units shall be cancelled and forfeited at the Effective Time without any current or future consideration therefor.

Treatment of Options and Other Equity-Based Awards. (a) At Each Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and without any action on automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automatically, at the part of the CompanyEffective Time, Parent, HoldCo, Merger Sub or the holders thereof, each into an option to purchase Shares shares of Parent Common Stock (each, a “Company Stock Parent Option”), on the same terms and conditions (including, without limitation, any vesting, acceleration or forfeiture provisions or repurchase rights, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) granted under any as were applicable to such Assumed Company Option as of the Company Stock Plans, whether vested or unvested, that is outstanding at immediately prior to the Effective Time Time. The number of shares of Parent Common Stock subject to each such Parent Option shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess number of shares of Company Common Stock subject to the Merger Consideration over corresponding Assumed Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Share share of such Company Common Stock otherwise purchasable pursuant to the corresponding Assumed Company Option and divided by (iiB) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Exchange Ratio; provided, that if the exercise price per Share price, the number of any shares of Parent Common Stock subject to such Company Stock Option is equal to or greater than option and the Merger Consideration, terms and conditions of exercise of such Company Stock Option option shall be canceled without determined in a manner intended to be consistent with the requirements of Section 409A of the Code and, with respect to any cash payment being made Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the Code. The conversion of the Assumed Company Options as provided in respect thereofthis Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically be cancelled for no consideration and shall thereafter have no further force or effect. (b) At Each Company RSU that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and without any action on automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automatically, at the part of the CompanyEffective Time, Parent, HoldCo, Merger Sub or the holders thereof, each into a restricted stock unit denominated in Parent Common Stock (each a “Company Stock RightParent RSU”) granted under any covering a number of the Company shares of Parent Common Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and number of shares of Company Common Stock subject to the corresponding Company RSU immediately prior to the Effective Time multiplied by (ii) the number Exchange Ratio, rounded, if necessary, to the nearest share of Shares subject Parent Common Stock, having substantially similar terms and conditions (including, without limitation, any vesting, acceleration, forfeiture and settlement date provisions) as were applicable to such Company Stock Right RSU as of immediately prior to the Effective Time. The Company will not take any action to accelerate the vesting of any Company RSU (other than to implement any existing agreements or arrangements for such payments, collectively, acceleration in effect immediately prior to the “Rights Payments”date of this Agreement). The conversion of the Company RSUs as provided in this Section 3.2(b) shall be treated as an assumption by Parent of the Company RSUs for purposes of the Company Equity Plans. (c) Prior to the Effective Time, the Company shall adopt take all action necessary for the assumption of the Assumed Company Options and Company RSUs under this Section 3.2. The Company shall ensure that, as of the Effective Time, no holder of a Company Option or Company RSU (or former holder of any such resolutions equity awards) or a participant in the Company Equity Plans shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their respective Subsidiaries, or any other equity interest therein (including “phantom” stock or stock appreciation rights). (d) Parent shall assume the Company Equity Plans and shall take all action necessary for the assumption of the Company Options and Company RSUs under this Section 3.2. In addition, 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 Parent Options and Parent RSUs as a result of the actions contemplated by this Section 3.2. As 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) with respect to the shares of Parent Common Stock subject to the Parent Options and Parent RSUs, and shall exercise commercially reasonable efforts to maintain the effectiveness of such other actions registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as may be reasonably any of such Parent Options and Parent RSUs remain outstanding and are required to effectuate the provisions of this Section 2.2be registered.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares or similar right (each, a “Company Stock Option”) to purchase Shares granted under any of the Company Stock PlansEquity Plan, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled canceled and, in exchange therefor, Parent shall pay or cause the Surviving Corporation shall to pay to each former holder of any such cancelled canceled Company Stock Option immediately as soon as practicable following the Effective Time (and in no event later than three Business Days thereafter) an amount in cash (cash, without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Per Share Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit or similar right (each each, a “Company Stock RightRSU”) to purchase Shares granted under any of the Company Stock PlansEquity Plan, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled canceled and, in exchange therefor, Parent shall pay or cause the Surviving Corporation shall to pay to each former holder of any each such cancelled canceled Company Stock Right immediately RSU as soon as practicable following the Effective Time Time, an amount in cash (cash, without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Per Share Merger Consideration and (ii) the number of Shares subject to per Share underlying such Company Stock Right (RSU. Notwithstanding the foregoing, no Merger Consideration shall be payable with respect to any Company RSU to the extent Shares shall have been issued thereunder prior to the Effective Time, and such payments, collectively, Company RSU shall have no force and effect following the “Rights Payments”)Effective Time. (c) Prior to the Effective Time, the Company shall adopt such resolutions use its commercially reasonable efforts to obtain all consents and make all amendments, if any, to the terms of the Company Equity Plans and each outstanding Company Stock Option and Company RSU award agreement, and shall take such all other actions as may be reasonably required within its control that are necessary to effectuate give effect to the provisions of this Section 2.23.2.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any of the 1999 Stock Option Plan, the 2004 Stock Option Plan, the 2006 Stock Incentive Plan and the 2014 Stock Incentive Plan (the “Company Stock Plans”), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit award (each each, a “Company Stock RightRSU Award”) in respect of Shares granted under any of the Company Stock Plans, whether vested or unvested, Plans that is outstanding at immediately prior to the Effective Time shall fully vest (to the extent unvested) and shall be cancelled and, in exchange therefor, and converted automatically into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Right immediately following the Effective Time receive an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number in respect of Shares subject to each Share underlying such Company Stock Right (such payments, collectively, RSU Award immediately prior to the “Rights Payments”)Effective Time. (c) Prior to the Effective Time, the Company shall adopt deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Company Stock Options and Company RSU Awards(collectively, the “Equity Awards”) setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such resolutions and take such other actions as may Equity Award shall be reasonably required to effectuate treated in the provisions of manner set forth in this Section 2.23.2. (d) The Surviving Corporation shall pay the amounts described in this Section 3.2, less applicable Tax withholdings, as soon as administratively practicable (and, in any event, within thirty (30) Business Days) following the Closing Date. Notwithstanding the immediately preceding sentence, to the extent that payment of the amounts described in this Section 3.2 with respect to Equity Awards that constitute nonqualified deferred compensation subject to Section 409A of the Code would otherwise cause the imposition of a Tax or penalty under Section 409A of the Code, the Surviving Corporation shall make such payment at the earliest time permitted under the Company Stock Plans and applicable award agreement that would not result in the imposition of such Tax or penalty. (e) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of an Equity Award or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payments contemplated by Sections 3.2(a), (b), (c) and (d) in cancellation and settlement thereof.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each Each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any of the Schawk, Inc. 2006 Long-Term Incentive Plan and the Schawk, Inc. 2003 Equity Option Plan (the “Company Stock Plans”), whether vested or unvested, that is outstanding at upon the Effective Time shall be execution of this Agreement is hereby cancelled and, in exchange therefor, the Surviving Corporation shall pay Company is paying promptly to each former holder of any such cancelled Company Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration $20.00 over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than $20.00, no cash payment shall be made in respect of the Merger Consideration, cancellation of such Company Stock Option shall be canceled without any cash payment being made in respect thereofOption. (b) At the Effective TimeEach stock appreciation right with respect to Shares (each, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a an “Company Stock RightSAR”) granted under any of the a Company Stock PlansPlan, whether vested or unvested, that is outstanding at upon the Effective Time shall be execution of this Agreement is hereby cancelled and, in exchange therefor, the Surviving Corporation shall pay Company is paying promptly to each former holder of any such cancelled Company Stock Right immediately following the Effective Time SAR an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration excess of $20.00 over the gxxxx xxxxx per Share under such SAR and (ii) the number of Shares SARs subject to such Company Stock Right (cancelled SAR; provided, that if the gxxxx xxxxx of such paymentsSAR is equal to or greater than $20.00, collectively, no cash payment shall be made in respect of the “Rights Payments”)cancellation of such SAR. (c) Prior Each restricted stock unit with respect to Shares (each, an “RSU”) granted under a Company Stock Plan that is outstanding upon the execution of this Agreement is hereby cancelled and, in exchange therefor, the Company is paying promptly to each former holder of any such cancelled RSU an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) $20.00 and (ii) the portion of the Shares that would have been payable under such cancelled RSU if such RSU had vested and become payable in accordance with its terms on the date of this Agreement; provided, however, that any RSU with respect to which a cash payment is not permitted to be made promptly following its cancellation under the terms of the instrument granting such RSU shall instead entitle its holder to receive the cash payment in an amount described in this Section 2.2(c) above upon the earlier to occur of: (x) the date such cash payment is permitted under the relevant instrument; or (y) immediately prior to the Effective Time. (d) Each restricted Share outstanding under a Company Stock Plan (each, a “Restricted Share”) that is unvested and outstanding upon the execution of this Agreement shall vest in accordance with its terms on the date of this Agreement and shall be deemed to be an outstanding Share for the purposes of this Agreement and the Merger. Any portion of a Restricted Share that does not vest on the date of this Agreement is hereby cancelled and forfeited, and no consideration shall be payable in respect of such cancelled and forfeited portion. (e) The Company shall deliver all required notices to each holder of Company Stock Options, Restricted Shares, RSUs and SARs setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such Company Stock Options, Restricted Shares, RSUs and SARs shall be treated in the manner set forth in this Section 2.2. (f) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option, a Restricted Share, an RSU or a SAR or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation, the Surviving LLC or any of their Subsidiaries, except as set forth in this Section 2.2. (g) With respect to the Schawk, Inc. Amended and Restated Employee Stock Purchase Plan (the “ESPP”), the Company shall amend the ESPP effective on or before the date of this Agreement so that after March 31, 2014 (i) no further “Options” (as defined in the ESPP) shall be granted under the ESPP, and (ii) any accumulated payroll deductions previously withheld on behalf of the participants in the ESPP shall be refunded to such employees such that the balance of the Purchase Account (as defined in the ESPP) shall be $0. In addition, immediately prior to the Effective Time, the Company shall adopt such resolutions shall, in accordance with the ESPP plan document and all applicable Laws, take such other actions all action necessary to terminate the ESPP and to distribute all Deposited Shares (as may be reasonably required defined in the ESPP) to effectuate the provisions of this Section 2.2Participants.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Stock Plans”), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable following (and in all events no more than three (3) Business Days following) the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Per Share Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. (b) At the Effective Time, Each outstanding share of restricted stock and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit granted under any Company Stock Plan (each each, a “Company Stock RightRSU”) granted under any of the Company Stock Plans), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately thereof as soon as practicable following (and in all events no more than three (3) Business Days following) the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Per Share Merger Consideration and (ii) the number of Shares subject to such Company Stock Right RSU. With respect to any Company RSUs that vest in whole or in part based on the satisfaction of performance criteria, (such payments, collectivelya) if the applicable performance period has ended before the Effective Date and the annual audit of the Company’s financial statements has been finalized before the Effective Date, the “Rights Payments”)number of Company RSUs for which payment shall be made to a holder pursuant to the immediately preceding sentence with respect to such Company RSUs shall equal the number of Company RSUs that vested based on actual performance during such period, and (b) if the applicable performance period has not ended before the Effective Date, or if it has ended but the annual audit of the Company’s financial statements has not been finalized before the Effective Date, the number of Company RSUs for which payment shall be made to a holder pursuant to the immediately preceding sentence shall equal (x) the number of such Company RSUs that would vest assuming achievement at the applicable target performance level, (y) multiplied by a fraction (A) the numerator of which is the number of days from the beginning of the applicable performance period to the Effective Date, and (B) the denominator of which is the number of days in the applicable performance period. (c) 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.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase shares of Company Common Stock granted under any of the Xxxxxx.xxx, Inc. 2009 Stock Plan (formerly known as the Xxxxxx.xxx, Inc. 1999 Stock Plan) (the “Company Stock PlansPlan”) other than such Company Options set forth on Schedule 2.9(a), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time Time, cease to represent a right to acquire shares of Company Common Stock and shall be cancelled andassumed and converted, in exchange thereforat the Effective Time, into an option to purchase shares of Parent Common Stock (each such converted option, a “Parent Option”), on the Surviving Corporation shall pay same terms and conditions (including any vesting or forfeiture provisions or repurchase rights) as were applicable under such Company Option as of immediately prior to the Effective Time, except to the extent that such terms were modified as a result of the Option Consent. The number of shares of Parent Common Stock subject to each former holder of any such cancelled Company Stock Parent Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) shall be equal to the product of (i) the excess number of shares of Company Common Stock subject to each Company Option immediately prior to the Merger Consideration over Effective Time multiplied by (ii) the Common Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Share share of such Company Common Stock Option and (ii) the number of Shares subject otherwise purchasable pursuant to such Company Stock Option divided by (such payments, collectively, B) the “Option Payments”)Common Exchange Ratio; provided, that if in the case of any Company Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price per Share price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Company Option to which an exemption to Section 409A of the Code applies as of the Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code. The Company shall take all action necessary so that prior to the Effective Time each outstanding Common Stock Option is equal to or greater than set forth on Schedule 2.9(a) shall be fully vested and exercisable. At the Merger Consideration, such Company Effective Time each outstanding Common Stock Option set forth on Schedule 2.9(a) (whether vested or unvested) shall be canceled without any cash payment being made in respect thereofcancelled and not assumed by Parent. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”). (c) Prior to the Effective Time, the Company shall adopt such resolutions and take such other actions as may be reasonably required all commercially reasonable action necessary to effectuate enable the provisions substitution of Parent Options for the Company Options under this Section 2.22.9. The Company shall ensure that following the Effective Time, no holder of a Company Option (or former holder of a Company Option) or any participant in any Company Stock Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights). (c) 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 Parent Options as a result of the actions contemplated by this Section 2.9. As soon as practicable following the Effective Time, and in any event within ten Business Days thereof, 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) with respect to the shares of Parent Common Stock subject to such Parent Options and shall use its commercially reasonable 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 Parent Options remain outstanding and the exercise thereof or sales of such related shares of Parent Common Stock requires such registration.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, (i) each option to acquire shares of Company Common Stock held by any person (a “Company Option”), whether or not granted under the Company’s 2010 Equity Compensation Plan (the “Equity Compensation Plan”), including without limitation, any Assumed Option (as defined in the Equity Compensation Plan), and whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the Effective Time, shall be automatically cancelled without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders holder thereof, and (ii) each option to purchase Shares (each, a “Company Stock Option”) granted under any of the Company Stock Plans, whether vested or unvested, Option that is outstanding and unexercised immediately prior to the Effective Time and by its terms has vested prior to the Effective Time or will vest immediately prior to or upon the occurrence of the Effective Time, shall be converted into the right to receive from Parent or the Surviving Corporation as promptly as practicable after the Effective Time (and in all events, not later than the later of (x) five (5) business days thereafter and (y) the end of the first payroll period ending after the Effective Time) an amount in cash equal to the product obtained by multiplying (A) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option, by (B) the aggregate number of shares of Company Common Stock that were issuable upon exercise or settlement of such Company Option immediately prior to the Effective Time (such product, the “Option Cash Payment”), payable without interest, to the holder of such Company Option; provided, that if the per share exercise price of any such Company Option equals or exceeds the Merger Consideration, the holder thereof shall not be entitled to an Option Cash Payment in respect of such Company Option. From and after the Effective Time, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except solely in respect of vested Company Options the right to receive the Option Cash Payment, if any. Company Options that remain unvested at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation their entirety and no amounts shall pay to each former holder of any such cancelled Company Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal be paid to the product of (i) the excess of the Merger Consideration over the exercise price per Share of such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect holder thereof. (b) At Each share of Company Common Stock awarded that is subject to a restriction that has not lapsed or other vesting conditions that remain unsatisfied as of immediately prior to the Effective TimeTime (each such share shall be referred to as a share of “Company Restricted Stock”) and that is granted under the Equity Compensation Plan, and including shares of Company Restricted Stock granted under the Equity Compensation Plan as required under the terms of the USMD Salary Deferral Plan, whether or not subject to any restriction or vested, that is outstanding immediately prior to the Effective Time shall become fully vested immediately prior to the Effective Time without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders holder thereof, each restricted stock unit (each a “and the restrictions thereon shall lapse immediately prior to the Effective Time. All such shares of Company Restricted Stock Right”) granted under any shall be treated as outstanding shares of Company Common Stock for purposes of Section 2.01(c). Any Merger Consideration payable with respect to such shares of Company Restricted Stock shall be paid out of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, Payment Fund in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash accordance with Section 2.04 (without interest, and subject to deduction for less any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”Tax withholdings). (c) Prior Immediately after the Effective Time, Parent shall provide or cause to be provided to the Surviving Corporation cash in an amount sufficient to pay the aggregate Option Cash Payments. (d) All payments provided to holders of Company Options pursuant to this Section 2.02 shall be made through Parent’s and the Surviving Corporation’s payroll systems, subject to withholding in accordance with the provisions of Section 2.04(g). (e) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company Board shall adopt take all requisite action, including adopting such resolutions and take such other actions as may be reasonably required that are necessary to effectuate the provisions treatment of Company Options and shares of Company Restricted Stock pursuant to this Section 2.22.02.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action Time (or such earlier date as Parent may elect on the part or following consummation of the Company, Parent, HoldCo, Merger Sub or the holders thereofOffer), each option to purchase Shares or similar right (each, a “Company Stock Option”Option “) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company Stock Plans(the “Company Equity Plans “), whether vested or unvested, that is outstanding at immediately prior to the Effective Time (each, an “Assumed Option “) shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay automatically converted into an option to each former holder acquire that number of any such cancelled Company shares of Parent Common Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of obtained by multiplying (i) the excess of the Merger Consideration over the exercise price per Share of such Company Stock Option and (iix) the number of Shares subject to such cancelled Company Stock Option and (such paymentsy) the Option Exchange Ratio, collectively, rounded down to the “nearest whole share of Parent Common Stock. Each Assumed Option Payments”); provided, that if the shall have an exercise price equal to the quotient obtained by dividing the per Share share exercise price of any Shares subject to such Company Stock Option is equal by (y) the Option Exchange Ratio (which price per share shall be rounded up to or greater than the Merger Considerationnearest cent). After the Effective Time, such each Assumed Option shall be subject to the same terms and conditions as were applicable to the related Company Stock Option immediately prior to the Effective Time (but taking into account any changes thereto, including any acceleration or vesting thereof, provided for in the relevant Company Equity Plan, or in the related award document by reason of the Offer, the Merger or the transactions contemplated hereby). It is the intention of the parties that each Assumed Option that qualifies as an incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time and that the foregoing conversion formula shall be canceled without any cash payment being made in respect thereofadjusted if necessary to comply with Section 409A and 424(a) of the Code. For purposes of this Agreement, “Option Exchange Ratio “ shall be the sum of (x) plus (y), where (x) is the Exchange Ratio and (y) is the number equal to the quotient of the Per Share Cash Consideration divided by the Parent Trading Price. (b) At the Effective Time, each vested right of any kind, contingent or accrued, to receive Shares or benefits measured by the value of a number of Shares, and without each award of any action on the part kind consisting of the CompanyShares (including restricted stock, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit units, performance units, performance shares and other stock-based awards, other than Company Stock Options (each each, a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvestedStock-Based Award “), that is outstanding at immediately prior to the Effective Time Time, shall be cancelled and, in exchange therefor, converted into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Right immediately following receive the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) Offer Price multiplied by the number of Shares subject to such Company Stock-Based Award in accordance with Section 3.1(a). At the Effective Time, each unvested Company Stock-Based Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive a comparable right to receive that number of shares of Parent Common Stock Right equal to the Option Exchange Ratio, as calculated in accordance with Section 3.2(a), multiplied by the number of Shares subject to such Company Stock-Based Award. After the Effective Time, each unvested Company Stock-Based Award shall be subject to the same terms and conditions as were applicable to the related Company Stock-Based Award immediately prior to the Effective Time (such paymentsbut taking into account any changes thereto, collectivelyincluding any acceleration or vesting thereof, provided for in the “Rights Payments”relevant Company Equity Plan, or in the related award document by reason of the Merger or the transactions contemplated hereby). (c) Prior to the Effective Time, the Company and Parent shall adopt such resolutions and take such other actions appropriate action as may be reasonably required to effectuate the provisions of this Section 2.23.2, including adopting resolutions of its Compensation Committee and delivering to the other party such documentation of such actions as the other party may reasonably request.

Treatment of Options and Other Equity-Based Awards. (a) At As of immediately prior to the Effective Time, and without any action on the part vesting of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each outstanding option to purchase Shares granted under the Company’s 2013 Stock Option and Grant Plan and 2017 Stock Option and Incentive Plan, pursuant to an inducement award, or otherwise (the “Company Stock Plans”) (each, a “Company Stock Option”), shall be accelerated and (i) granted under any each Company Stock Option that has an exercise price per Share that is less than the Cash Consideration (each, an “In-the-Money Option”) that is then outstanding will be cancelled, and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive, in consideration of the Company Stock Planscancellation of such In-the-Money Option, whether vested or unvested(i) an amount in cash, that is outstanding at without any interest thereon and subject to applicable Tax withholding, equal to the product of (x) the total number of Shares subject to such In-the-Money Option as of immediately prior to the Effective Time shall multiplied by (y) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such Company Stock Option and (ii) one (1) CVR for each Share subject thereto. Each Company Stock Option that is not an In-the-Money Option (each, an “Underwater Option”) will be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Underwater Option immediately following the Effective Time an amount will be entitled to receive, in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess consideration of the Merger Consideration over the exercise price per Share cancellation of such Company Stock Option and Underwater Option, one (ii1) the number of Shares CVR for each Share subject to such Company Stock Option (such payments, collectively, the “Option Payments”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereofthereto. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each Each restricted stock unit settleable in Shares granted under the Company Stock Plans (each each, a “Company Stock RightRSU”) granted under any of the Company Stock Plans, whether vested or unvested), that is outstanding and unvested as of immediately prior to the Effective Time shall vest in full and at the Effective Time shall automatically be cancelled and, in exchange therefor, and converted into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash receive (without interest, and subject to deduction for any required withholding Taxi) equal to the product of (iA) the Merger Consideration total number of Shares then underlying such Company RSU multiplied by (B) the Cash Consideration, without any interest thereon and subject to applicable withholding as described in Section 3.4 and (ii) the number of Shares one (1) CVR for each Share subject to such Company Stock Right (such payments, collectively, the “Rights Payments”)thereto. (c) Prior to the Effective Time, the Company shall adopt deliver all required notices to each holder of Company Stock Options and/or Company RSUs setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such resolutions Company Stock Options and take such other actions as may Company RSUs shall be reasonably required to effectuate treated in the provisions of manner set forth in this Section 2.23.2. (d) If the Company does not make such payments prior to the Effective Time, Parent shall cause the Surviving Corporation to make all payments and withhold all required Taxes with respect to Company Stock Options and Company RSUs required under this Section 3.2 as promptly as practicable after the Effective Time, and, in any event no later than three (3) Business Days after the Effective Time. (e) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option or Company RSU or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by Section 3.2(a) in cancellation and settlement thereof. (f) Prior to the Effective Time, the Company shall take all action to terminate the Company’s 2017 Employee Stock Purchase Plan (the “Company ESPP”) (including any offering period currently outstanding) in accordance the Company ESPP.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at immediately prior to the Effective Time Time, and which has an exercise price per Share that is less than the amount of the Cash Consideration (each, an “In-the-Money Option”), shall be cancelled and, in exchange therefor, and converted into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Option immediately following the Effective Time receive (i) an amount in cash (without interest, interest and subject to deduction for less any required withholding Tax) equal to the product of (iA) the excess of the Merger amount of the Cash Consideration over the exercise price per Share of such Company Stock In-the-Money Option and (iiB) the number of Shares subject to such Company Stock In-the-Money Option (such paymentswithout regard to vesting), collectively, the “Option Payments”); provided, that if the exercise price per Share and (ii) a number of any such Company Stock Option is CVRs equal to or greater than the Merger Consideration, number of Shares subject to such Company Stock In-the-Money Option shall be canceled immediately prior to the Effective Time (without any cash payment being made in respect thereofregard to vesting). (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock PlansOption, whether vested or unvested, that is outstanding immediately prior to the Effective Time, and which has an exercise price per Share that is equal to or greater than the amount of the Cash Consideration and less than the sum of the amount of the Cash Consideration and the maximum amount payable under a CVR (each, a “Contingent-In-the-Money Option”), shall be cancelled and converted into the right to receive a number of CVRs equal to the number of Shares underlying such Contingent-In-the-Money Option; provided, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per Share exceeds the amount of the Cash Consideration; provided, further that, for the avoidance of doubt, the cancellation of such Contingent-In-the-Money Option shall not entitle the holder thereof to receive any Cash Consideration at the Effective Time Time. (c) At the Effective Time, each Company Stock Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, and which has an exercise price per Share that is greater than or equal to the sum of the amount of the Cash Consideration and the maximum amount payable under a CVR (each, an “Out-of-the-Money Option”), shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following for no consideration. (d) At the Effective Time an amount in cash Time, each Company RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be cancelled and automatically convert into the right of the holder thereof to receive, for each Share underlying such Company RSU (without interestregard to vesting), (x) the Cash Consideration (without interest and subject to deduction for less any required withholding Tax) and (y) one CVR. (e) To the extent permitted by its terms, (i) each Company Warrant that is outstanding immediately prior to the Effective Time, and which has an exercise price per Share that is less than the amount of the Cash Consideration, shall be treated in the same manner as each In-the-Money Option is treated under Section 3.2(a), (ii) each Company Warrant that is outstanding immediately prior to the Effective Time, and which has an exercise price per Share that is equal to or greater than the amount of the Cash Consideration and less than the sum of the amount of the Cash Consideration and the maximum amount payable under a CVR, shall be treated in the same manner as each Contingent-In-the-Money Option is treated under ‎Section 3.2(b), and (iii) each Company Warrant that is outstanding immediately prior to the Effective Time, and which has an exercise price per Share that is greater than or equal to the product sum of the amount of the Cash Consideration and the maximum amount payable under a CVR, shall be treated in the same manner as each Out-of-the-Money Option is treated under ‎Section 3.2(c), in each case, including with respect to the form of consideration that may be payable, if any. The Company shall use reasonable best efforts to (i) take all such actions, including securing consents or amendments, as may be reasonably necessary to provide for such treatment of Company Warrants or (ii) otherwise secure the Merger Consideration termination of such Company Warrants at or prior the Effective Time (provided, that Parent’s consent shall be required for the payment of any consideration with respect to such termination that differs from the consideration (including with respect to form) that would be payable if the applicable Company Warrants were treated in the same manner as each Company Stock Option is treated under ‎Section 3.2(a), ‎(b) or ‎(c), as applicable). (f) Promptly after the Effective Time (but in any event no later than the second regularly scheduled payroll date after the Effective Time), Parent shall, or shall cause the Surviving Corporation or its Affiliate to, (i) pay the holders of the In-the-Money Options and Company RSUs the cash payments described in Section 3.2(a) and 3.2(d), respectively, through Parent’s or the Surviving Corporation’s or an Affiliate’s payroll system (or, for individuals who are not current or former employees of the Company, directly to such individuals) and (ii) cause the number Rights Agent to issue to the holders of Shares subject to such the In-the-Money Options, Contingent-In-the-Money Options, and Company Stock Right (such paymentsRSUs the CVRs described in the CVR Agreement and Sections 3.2(a), collectively3.2(b), the “Rights Payments”and 3.2(d), respectively. (cg) Prior to the Effective Time, the Company shall adopt deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Company Stock Options and Company RSUs setting forth such resolutions holder’s rights pursuant to the respective Company Stock Plan, stating that, at the Effective Time, such Company Stock Options and take such other actions Company RSUs, as may applicable, shall be reasonably required to effectuate treated in the provisions of manner set forth in this Section 2.23.2. (h) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option or Company RSU or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the consideration (if any) contemplated by Sections 3.2(a) through 3.2(d), as applicable, in cancellation and settlement thereof.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, at the Effective Time in exchange therefor, for the Surviving Corporation shall pay to each former right of the holder of any such cancelled Company Stock Option immediately following the Effective Time to receive, for each Share subject to such Company Stock Option, an amount in cash (cash, without interest, interest and subject to deduction for any required withholding Tax) , equal to the product of (i) the excess excess, if any, of the Merger Consideration over the applicable exercise price per Share price, with the aggregate amount of such Company Stock Option and (ii) payment rounded down to the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereofnearest cent. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock PlansRSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted at the Effective Time shall be cancelled and, in exchange therefor, into the Surviving Corporation shall pay to each former right of the holder of any such cancelled Company Stock Right immediately following the Effective Time RSU to receive, for each RSU, an amount in cash (cash, without interest, interest and subject to deduction for any required withholding Tax) , equal to the product Merger Consideration, with the aggregate amount of (i) such payment rounded up to the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”)nearest cent. (c) At the Effective Time, each Company Phantom Unit, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted at the Effective Time into the right of the holder of such Company Phantom Unit to receive, for each Company Phantom Unit, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the Merger Consideration, with the aggregate amount of such payment rounded up to the nearest cent. (d) As promptly as practicable following the Effective Time (and, in any event, not later than the third Business Day thereafter), the Surviving Company shall pay through its payroll system the amounts due and payable under this Section 2.2(d) to each holder of Company Stock Options, RSUs and Company Phantom Units. (e) With respect to the Company 2016 Employee Share Purchase Plan (the “ESPP”), the Company will take all actions reasonably necessary to provide that (i) no new Offering (as defined in the ESPP) shall commence following the date of this agreement, (ii) no individual participating in the ESPP shall be permitted to (A) increase the amount of his or her rate of payroll contributions thereunder from the rate in effect as of the date of this agreement, or (B) make separate non-payroll contributions to the ESPP on or following the date of this agreement, and (iii) no individual who is not participating in the ESPP as of the date of this agreement may commence participation in the ESPP. No later than three Business Days prior to the Effective Time, the outstanding offering that is in progress on such date shall terminate and be the final offering under the ESPP and the accumulated payroll deductions of each participant under the ESPP will be returned to the participant by the Surviving Company pursuant to the terms of the ESPP, without the issuance of any Shares. (f) Prior to the Effective Time, the Company shall adopt deliver all required notices to each holder of Company Stock Options, RSUs or Phantom Stock Units setting forth each holder’s rights pursuant to the respective Company Stock Plan and stating that such resolutions Company Stock Options, RSUs or Phantom Stock Units shall be treated in the manner set forth in this Section 2.2. (g) Prior to the Effective Time, the Company and the Company Board or any committee thereof, as applicable, shall take such other all actions as may be reasonably required necessary to effectuate the provisions of this Section 2.22.2 and to ensure that, as of the Effective Time, (i) the Company Stock Plans and the ESPP shall terminate and (ii) no holder of a Company Stock Option, RSU, Company Phantom Unit or other Person shall have any rights with respect to any equity incentive award to acquire the capital stock or shares, as applicable, of the Company, the Surviving Company or any of their Subsidiaries, except the right to receive the payment contemplated by this Section 2.2 in cancellation and settlement thereof.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each outstanding option to purchase Shares granted under the Company’s Amended and Restated 2018 Stock Option/Stock Issuance Plan or 2021 Equity Incentive Plan, pursuant to an inducement award, or otherwise (the “Company Stock Plans”) (each, a “Company Stock Option”), shall be cancelled for no consideration. (b) Each restricted stock unit settleable in Shares granted under any of the Company Stock PlansPlans (each, whether vested or unvesteda “Company RSU”), that is outstanding at and unvested as of immediately prior to the Effective Time shall vest in full and, at the Effective Time, shall automatically be cancelled and, in exchange therefor, and converted into the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Option immediately receive as soon as practicable following the Effective Time (i) an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (iA) the excess total number of the Merger Consideration over the exercise price per Share of Shares then underlying such Company Stock Option RSU multiplied by (B) the Cash Consideration, without any interest thereon and subject to applicable withholding and (ii) the number of Shares one (1) CVR for each Share subject to such Company Stock Option (such payments, collectively, the “Option Payments”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”)thereto. (c) Prior to the Effective Time, the Company shall adopt deliver all required notices to each holder of Company Stock Options and/or Company RSUs setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such resolutions Company Stock Options and Company RSUs shall be treated in the manner set forth in this Section 3.2. (d) If the Company does not make such payments prior to the Effective Time, Parent shall cause the Surviving Corporation to make all payments and withhold all required Taxes with respect to Company Stock Options and Company RSUs required under this Section 3.2 as promptly as practicable after the Effective Time, and, in any event no later than three (3) Business Days after the Effective Time. (e) The Company shall take such all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option or Company RSU or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by Section 3.2(a) or Section 3.2(b) in cancellation and settlement thereof. (f) Prior to the Effective Time, the Company shall take all actions to terminate the Company’s 2021 Employee Stock Purchase Plan (the “Company ESPP”) (including any offering period currently outstanding) in accordance with the Company ESPP. All amounts credited to participants’ accounts as may of the Effective Time that have not been used to purchase Shares will be reasonably returned to the participants (without interest thereon, except as otherwise required to effectuate under applicable Law) as soon as administratively practicable thereafter. For the provisions avoidance of doubt, (i) no new offering period shall commence following the date of this Section 2.2Agreement, (ii) participants may not increase their payroll deductions or purchase elections from those in effect immediately prior to the execution and delivery of this Agreement (unless otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”)), and (iii) each participant’s outstanding right to purchase Shares under the Company ESPP shall terminate no later than immediately prior to the day on which the Effective Time occurs.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase, or equity compensation plan, arrangement, or agreement of the Company (the “Company Stock Plans”), whether vested or unvestedunvested or exercisable, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit award (each each, a “Company Restricted Stock RightAward”) granted under any of the Company Stock PlansPlan, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, shall thereupon be converted automatically into and shall thereafter represent the Surviving Corporation shall pay right to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) receive the Merger Consideration and (ii) the number of Shares with respect to each Share subject to such the cancelled Company Restricted Stock Right (such payments, collectively, the “Rights Payments”)Award. (c) Prior to the Effective Time, the Company shall adopt deliver all required notices (which notices shall have been prior approved in writing by Parent, in its reasonable discretion) to each holder of Company Stock Options and Company Restricted Stock Awards setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such resolutions Company Stock Options and take such other actions as may Company Restricted Stock Awards shall be reasonably required to effectuate treated in the provisions of manner set forth in this Section 2.23.2. (d) The Company shall take all actions reasonably necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option or Company Restricted Stock Award or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program, or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation, or any of their Subsidiaries, except the right to receive the payments contemplated by Section 3.2(a) and Section 3.2(b) in cancellation and settlement thereof.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) Option granted under any of the Company Stock PlansOption Plan, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Cash Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”). (c) Prior to the Effective Time, the Company shall adopt deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Company Stock Options setting forth each holder’s rights pursuant to the respective Company Stock Option Plan, stating that such resolutions and Company Stock Options shall be treated in the manner set forth in this Section 2.2. (c) The Company shall take such other all actions as may be reasonably required necessary to effectuate implement the provisions of this Section 2.22.2 and to ensure that, as of the Effective Time, (i) the Company Stock Option Plans shall terminate and (ii) no holder of a Company Stock Option or any participant in any Company Stock Option Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by Section 2.2(a) in cancellation and settlement thereof.

Treatment of Options and Other Equity-Based Awards. (a) At Immediately prior to the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Stock Plans”), whether subject to service-based vesting conditions or performance-based vesting conditions, shall become immediately vested or unvestedand exercisable in full and, that is outstanding at the Effective Time shall be cancelled as applicable, as if such service-based vesting conditions had been achieved and, in exchange thereforthe case of performance-based vesting conditions, as if such performance-based vesting conditions had been achieved at the Surviving Corporation shall pay maximum level of achievement such that the maximum number of shares subject to each former holder of any such cancelled the Company Stock Option immediately following fully vest. (i) At the Effective Time Time, each In-the-Money Option that is then outstanding shall be canceled and the holder thereof shall be entitled to receive (A) an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (ix) the excess of the Merger Consideration Cash Amount over the exercise price per Share of under such Company Stock In-the-Money Option and (iiy) the number of Shares subject to such In-the-Money Option (such amount, the “Company Stock Option (such payments, collectively, the “Option PaymentsCash Consideration”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option which shall be canceled paid in accordance with Section 3.2(c), and (B) one CVR for each Share underlying such In-the-Money Option. (ii) At the Effective Time, each Out-of-the-Money Option that is then outstanding shall be cancelled without any cash payment or issuance of CVRs being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is then outstanding at the Effective Time shall be cancelled and, in exchange therefor, and the Surviving Corporation holder thereof shall pay be entitled to each former holder of any such cancelled Company Stock Right immediately following the Effective Time receive (A) an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration Cash Amount and (ii) the number of Shares subject to such Company Stock Right (such payments, collectivelyamount, the “Rights PaymentsRestricted Stock Unit Cash Consideration”), which shall be paid in accordance with Section 3.2(c), and (B) one CVR for each Share underlying such Company Stock Right. (c) As soon as reasonably practicable after the Effective Time (but no later than the later of (i) five (5) Business Days after the Effective Time or (ii) the second (2nd) payroll date after the Effective Time), Parent shall, or shall cause the Surviving Corporation to, pay or cause to be paid through the Surviving Corporation’s payroll or other appropriate account the aggregate Company Stock Option Cash Consideration and the aggregate Restricted Stock Unit Cash Consideration, in either case, held by such current or former employees of the Company (without interest and net of any withholding Taxes required to be deducted and withheld by applicable Laws in accordance with Section 3.6) listed on Section 3.2(c) of the Company Disclosure Letter; provided, however, that to the extent a person is not listed on Section 3.2(c) of the Company Disclosure Letter and is entitled to receive Company Stock Option Cash Consideration or Restricted Stock Unit Cash Consideration, the Company Stock Option Cash Consideration or Restricted Stock Unit Cash Consideration payable pursuant to this Section 3.2 shall be deposited in the Payment Fund for immediate distribution and payment by the Paying Agent in the manner described in Section 3.3. The terms of the CVRs to be issued to any holder of In-the-Money Options and Company Stock Rights, and the circumstances in which any payment is made in respect thereof, shall be governed by the CVR Agreement. (d) 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 2.23.2 and shall deliver all required notices to each holder of Company Stock Options and Company Stock Rights setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such Company Stock Options and Company Stock Rights shall be treated in the manner set forth in this Section 3.2. (e) Prior to the Effective Time, the Company shall adopt resolutions so that the Company Stock Plans, and all Company Stock Options and Company Stock Rights, shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other voting securities of the Company, or for the issuance or grant of any right of any kind, contingent or accrued, to receive benefits measured by the value of a number of Shares shall be canceled effective as of the Effective Time, without any liability on the part of the Company, the Surviving Corporation, or Parent (except as otherwise contemplated by this Agreement). (f) The parties hereto intend to treat, for all U.S. federal and applicable state and local income Tax purposes, all payments under this Section 3.2 (including, without limitation, payments in respect of CVRs issued, in part, for the cancelation of In-the-Money Options and Company Stock Rights) as complying with or satisfying an exemption from Section 409A of the Code, including, without limitation, the transaction-based compensation exception under Treasury Regulation Section 1.409A-3(i)(5)(iv) (including, for the avoidance of doubt, as applicable, certain payments made under this Section 3.2 that are treated as being subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d)(1) at the Effective Time) and the short-term deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) ), and the parties agree not to take any inconsistent position, for all U.S. federal and applicable state and local income Tax purposes, with such intended treatment of the payments under this Section 3.2.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (other than an option under the Company ESPP) (each, a “Company Stock Option”) to purchase Company Shares granted under the Company’s 2009 Equity Incentive Plan, 2018 Equity Incentive Plan, 2022 Employment Inducement Incentive Award Plan or any other equity incentive plan or arrangement (the “Company Equity Plans”), that is outstanding as of immediately prior to the Effective Time, shall, if unvested, become vested, and automatically and without any required action on the part of the holder or the Company (other than as provided in ‎Section 2.3(h) hereof), be cancelled and: (i) With respect to any Company Stock Options with an exercise price per share that is less than the value of the Upfront Consideration (each such Company Stock Option, an “In-the-Money Stock Option”), converted into the right to receive (i) a number of shares of Parent Common Stock, subject to ‎Section 2.5 with respect to fractional shares and any required withholding of Taxes pursuant to ‎Section 2.6, that is equal to the quotient of (A) the product of (x) the total number of Company Shares underlying the Company Stock Option multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Company Stock Option, divided by (B) the average of the daily volume-weighted average price per share of Parent Common Stock calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of this Agreement (the “Parent Signing Price”) and (ii) a number of CVRs equal to the number of Company Shares underlying such Company Stock Option. (ii) With respect to any Company Stock Options with an exercise price per share that is equal to or greater than the value of the Upfront Consideration and less than the sum of the Upfront Consideration and the maximum amount payable under a CVR (each, a “Contingent In-the-Money Stock Option”), converted into the right to receive a number of CVRs equal the number of Company Shares underlying such Company Stock Option; provided, however, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the value of the Upfront Consideration; provided, further that, for the avoidance of doubt, such Contingent In-the-Money Stock Option shall not entitle the holder thereof to receive any shares of Parent Common Stock, cash or other consideration in connection with the Effective Time. (iii) With respect to any Company Stock Options with an exercise price per share that is equal to or greater than the value of the Merger Consideration (each, an “Underwater Company Stock Option”), the holder of such Underwater Company Stock Option receive no consideration and, effective as of immediately prior to the Effective Time, shall have no further rights thereto. (b) At the Effective Time, each restricted stock unit (each, a “Company RSU”) with respect to Company Shares granted under the Company Equity Plans, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall become fully vested, and the holder of such Company RSUs shall, automatically and without any required action on the part of the holder thereof or the Company, receive the Merger Consideration. (c) At the Effective Time, each unvested restricted Company Share granted under the Company Equity Plans that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof or the Company fully vest and be treated as specified in ‎Section 2.1. (d) At the Effective Time, each stock appreciation right (each, a “Company SAR”) with respect to Company Shares granted under any Company Equity Plan that is outstanding as of immediately prior to the Effective Time, shall, if unvested, become vested, and automatically and without any required action on the part of the holder or the Company (other than as provided in ‎Section 2.3(h) hereof), be cancelled and: (i) With respect to any Company SARs with an exercise price per share that is less than the value of the Upfront Consideration (each such Company SAR, in exchange thereforan “In-the-Money SAR”), converted into the Surviving Corporation shall pay right to each former holder receive (i) a number of any such cancelled Company Stock Option immediately following the Effective Time an amount in cash (without interestshares of Parent Common Stock, and subject to deduction for ‎Section 2.5 with respect to fractional shares and any required withholding Tax) of Taxes pursuant to ‎Section 2.6, that is equal to the quotient of (A) the product of (ix) the excess total number of Company Shares underlying the Company SAR multiplied by (y) the excess, if any, of the Merger value of the Upfront Consideration over the exercise price per Share of such Company Stock Option SAR, divided by (B) the Parent Signing Price and (ii) a number of CVRs equal to the number of Company Shares subject to underlying such Company Stock Option SAR. (such payments, collectively, the “Option Payments”); provided, that if the ii) With respect to any Company SARs with an exercise price per Share of any such Company Stock Option share that is equal to or greater than the Merger value of the Upfront Consideration and less than the sum of the Upfront Consideration and the maximum amount payable under a CVR (each, a “Contingent In-the-Money SAR”), converted into the right to receive a number of CVRs equal the number of Company Shares underlying such Company SAR; provided, however, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the value of the Upfront Consideration; provided, further that, for the avoidance of doubt, such Company Stock Option Contingent In-the-Money SAR shall be canceled without not entitle the holder thereof to receive any shares of Parent Common Stock, cash payment being made or other consideration in respect thereofconnection with the Effective Time. (biii) At With respect to any Company SAR with an exercise price per share that is equal to or greater than the value of the Merger Consideration (each, an “Underwater Company SAR”), the holder of such Underwater Company SAR receive no consideration and, effective as of immediately prior to the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit shall have no further rights thereto. (each a “Company Stock Right”e) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time shall be cancelled and, in exchange therefor, the The Surviving Corporation shall pay to each former holder the holders of any such cancelled Company Stock Right immediately Options, Company RSUs and Company SARs the cash payments described in this ‎Section 2.3 (with respect to fractional shares) through the Surviving Corporation’s payroll system (or, for individuals who are not current or former employees, directly to such individuals) promptly after the Effective Time, but in any event not later than the first regularly scheduled pay date that is at least three (3) Business Days after the Effective Time. Parent shall cause its transfer agent to issue to the holders of Company Stock Options, Company RSUs, and Company SARs, the shares of Parent Common Stock and the CVRs, as applicable, as described in this ‎Section 2.3 and the CVR Agreement, as applicable, promptly after the Effective Time, but in any event not later than the third Business Day after the Effective Time. (f) As soon as practicable following the Effective Time an amount in cash (without interestdate hereof, and subject to deduction for any required withholding Tax) equal the Company shall take all actions with respect to the product of Company’s Employee Stock Purchase Plan (the “Company ESPP”) that are necessary to provide that: (i) with respect to any offering period in effect as of the Merger Consideration date hereof (the “Current ESPP Offering Period”), no employee who is not a participant in the Company ESPP as of the date hereof may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the date hereof for the Current ESPP Offering Period; (ii) the number of Shares subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time; (iii) the Company ESPP shall be suspended and no new offering period shall be commenced under the Company ESPP prior to the termination of this Agreement; and (iv) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to a date before the Closing Date determined by the Company Board (or relevant committee thereof) in its discretion and the final settlement or purchase of Company Shares thereunder shall be made on that day and such Company Stock Right (such payments, collectively, the “Rights Payments”)Shares shall be treated as specified in ‎Section 2.1. (cg) Prior to the Effective Time, the Company shall adopt such resolutions and take such all other actions action (including, as applicable, providing advance notice to holders of Company Stock Options and Company SARs) as may be reasonably required to effectuate the provisions of this Section 2.2‎Section 2.3. (h) Notwithstanding the foregoing, to the extent Parent and any holder of Company Stock Options, Company RSUs, unvested restricted Company Shares, or Company SARs agree in writing to different treatment of such Company Stock Options, Company RSUs, unvested restricted Company Shares, or Company SARs, as applicable, then the terms of such written agreement shall apply in lieu of the treatment described in this ‎Section 2.3.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each Each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any of the Schawk, Inc. 2006 Long-Term Incentive Plan and the Schawk, Inc. 2003 Equity Option Plan (the “Company Stock Plans”), whether vested or unvested, that is outstanding at upon the Effective Time shall be execution of this Agreement is hereby cancelled and, in exchange therefor, the Surviving Corporation shall pay Company is paying promptly to each former holder of any such cancelled Company Stock Option immediately following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration $20.00 over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than $20.00, no cash payment shall be made in respect of the Merger Consideration, cancellation of such Company Stock Option shall be canceled without any cash payment being made in respect thereofOption. (b) At the Effective TimeEach stock appreciation right with respect to Shares (each, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a an “Company Stock RightSAR”) granted under any of the a Company Stock PlansPlan, whether vested or unvested, that is outstanding at upon the Effective Time shall be execution of this Agreement is hereby cancelled and, in exchange therefor, the Surviving Corporation shall pay Company is paying promptly to each former holder of any such cancelled Company Stock Right immediately following the Effective Time SAR an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration excess of $20.00 over the xxxxx xxxxx per Share under such SAR and (ii) the number of Shares SARs subject to such Company Stock Right (cancelled SAR; provided, that if the xxxxx xxxxx of such paymentsSAR is equal to or greater than $20.00, collectively, no cash payment shall be made in respect of the “Rights Payments”)cancellation of such SAR. (c) Prior Each restricted stock unit with respect to Shares (each, an “RSU”) granted under a Company Stock Plan that is outstanding upon the execution of this Agreement is hereby cancelled and, in exchange therefor, the Company is paying promptly to each former holder of any such cancelled RSU an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) $20.00 and (ii) the portion of the Shares that would have been payable under such cancelled RSU if such RSU had vested and become payable in accordance with its terms on the date of this Agreement; provided, however, that any RSU with respect to which a cash payment is not permitted to be made promptly following its cancellation under the terms of the instrument granting such RSU shall instead entitle its holder to receive the cash payment in an amount described in this Section 2.2(c) above upon the earlier to occur of: (x) the date such cash payment is permitted under the relevant instrument; or (y) immediately prior to the Effective Time. (d) Each restricted Share outstanding under a Company Stock Plan (each, a “Restricted Share”) that is unvested and outstanding upon the execution of this Agreement shall vest in accordance with its terms on the date of this Agreement and shall be deemed to be an outstanding Share for the purposes of this Agreement and the Merger. Any portion of a Restricted Share that does not vest on the date of this Agreement is hereby cancelled and forfeited, and no consideration shall be payable in respect of such cancelled and forfeited portion. (e) The Company shall deliver all required notices to each holder of Company Stock Options, Restricted Shares, RSUs and SARs setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such Company Stock Options, Restricted Shares, RSUs and SARs shall be treated in the manner set forth in this Section 2.2. (f) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option, a Restricted Share, an RSU or a SAR or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation, the Surviving LLC or any of their Subsidiaries, except as set forth in this Section 2.2. (g) With respect to the Schawk, Inc. Amended and Restated Employee Stock Purchase Plan (the “ESPP”), the Company shall amend the ESPP effective on or before the date of this Agreement so that after March 31, 2014 (i) no further “Options” (as defined in the ESPP) shall be granted under the ESPP, and (ii) any accumulated payroll deductions previously withheld on behalf of the participants in the ESPP shall be refunded to such employees such that the balance of the Purchase Account (as defined in the ESPP) shall be $0. In addition, immediately prior to the Effective Time, the Company shall adopt such resolutions shall, in accordance with the ESPP plan document and all applicable Laws, take such other actions all action necessary to terminate the ESPP and to distribute all Deposited Shares (as may be reasonably required defined in the ESPP) to effectuate the provisions of this Section 2.2Participants.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including the Company’s Amended and Restated 2011 Long Term Incentive Plan (the “Company Stock Plans”), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, treated in exchange therefor, accordance with the Surviving Corporation shall pay terms and conditions applicable to each former holder of any such cancelled Company Stock Option immediately prior to the Effective Time under the Company Stock Plans or any other Contract (including any Company Plan) except as otherwise agreed by Parent and the holder of such Company Stock Option. (b) At the Effective Time, each outstanding share of restricted stock granted under any Company Stock Plan subject to time-based vesting restrictions (“Company Time-Based Restricted Stock”) that is vested and outstanding immediately prior to the Effective Time (excluding the Rollover Shares) shall be cancelled and converted into the right to receive from the Surviving Corporation as soon as practicable following (and in no event later than three (3) Business Days following) the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Per Share Merger Consideration over the exercise price per Share of such Company Stock Option and (ii) the number of Shares subject to such Company Time-Based Restricted Stock. Immediately following the Effective Time, an equivalent amount of such shares of Company Time-Based Restricted Stock Option (such payments, collectively, the “Option Payments”); provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof. (b) issued by the Company to Parent. At the Effective Time, each outstanding share of Company Time-Based Restricted Stock that is unvested and without outstanding immediately prior to the Effective Time (excluding the Rollover Shares) shall be treated in accordance with the same terms and conditions applicable to such Company Time-Based Restricted Stock immediately prior to the Effective Time under the Company Stock Plans or any action on other Contract (including any Company Plan) except as otherwise agreed by Parent and the part holder of such Company Time-Based Restricted Stock. At the Company, Parent, HoldCo, Merger Sub or the holders thereofEffective Time, each outstanding share of restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock PlansPlan subject to performance-based vesting restrictions (“Company Performance-Based Restricted Stock” and, whether vested or unvestedtogether with Company Time-Based Restricted Stock, “Company Restricted Stock”) that is vested and outstanding at immediately prior to the Effective Time (excluding the Rollover Shares) shall be cancelled and, in exchange therefor, and converted into the right to receive from the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately as soon as practicable following (and in no event later than three (3) Business Days following) the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the Per Share Merger Consideration and (ii) the number of Shares subject to such Company Performance-Based Restricted Stock. Immediately following the Effective Time, an equivalent amount of such shares of Company Performance-Based Restricted Stock Right shall be issued by the Company to Parent. At the Effective Time, each outstanding share of Company Performance-Based Restricted Stock that is unvested and outstanding immediately prior to the Effective Time (excluding the Rollover Shares) shall be treated in accordance with the same terms and conditions applicable to such payments, collectively, Company Performance-Based Restricted Stock immediately prior to the “Rights Payments”)Effective Time under the Company Stock Plans or any other Contract (including any Company Plan) except as otherwise agreed by the Company and the holder of such Company Performance-Based Restricted Stock. (c) 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. Parent and Merger Sub will ensure that the Surviving Corporation has an amount in cash sufficient to timely pay, in addition to all other obligations of the Surviving Corporation, all amounts required to be paid by this Section 2.2.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “Company Stock Option”) to purchase Shares granted under any of the Company’s 2004 Stock Incentive Plan and 2011 Stock Incentive Plan (the “Company Stock Plans”), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable following the Effective Time Time, but no later than the payment date for the first full payroll cycle following the Closing Date, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled cancelled without any cash payment being made in respect thereof. (b) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each Company restricted stock unit unit, but excluding Company PSUs (each but including an award that may be subject to acceleration of vesting upon occurrence of a Liquidity Event as described in the applicable award agreements) (each, a “Company Stock RightRSU”) ), granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately RSU as soon as practicable following the Effective Time, but no later than the payment date for the first full payroll cycle following the Closing Date, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of the Merger Consideration and the number of Shares subject to such Company RSU. (c) At the Effective Time, each Company restricted stock unit that vests in whole or in part based on achievement of one or more performance metrics (but excluding an award that may be subject to acceleration of vesting upon occurrence of a Liquidity Event as described in the applicable award agreements) (each, a “Company PSU”) granted under the Company Stock Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company PSU as soon as practicable following the Effective Time, but no later than the payment date for the first full payroll cycle following the Closing Date, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i1) the Merger Consideration and (ii) the total number of Shares subject to such Company Stock Right PSU that vest and become payable, as described in the immediately following sentence, in connection with a change in control and (such payments, collectively2) the Merger Consideration. The following number of Company PSUs shall vest under each Company PSU award: (i) if the applicable performance period has not been completed as of the Effective Time under the Company PSU award, the “Rights Payments”)Company PSUs subject to such award shall become fully vested at the target level and (ii) if the applicable performance period has been completed as of the Effective Time under the Company PSU award, the number of Company PSUs previously determined to be earned for such performance period in respect of such award. (cd) Prior to the Effective Time, the Company shall adopt deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Company Stock Options, Company RSUs and Company PSUs setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such resolutions Company Stock Options, Company RSUs and take such other actions Company PSUs, as may applicable, shall be reasonably required to effectuate treated in the provisions of manner set forth in this Section 2.2. (e) The Company shall use its reasonable best efforts to ensure that, as of the Effective Time, (i) no holder of a Company Stock Option, Company RSU, Company PSU or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by this Section 2.2 in cancellation and settlement thereof, and (ii) one or more equity incentive plans designated by Parent may assume the remaining shares available for grant under the Company Stock Plans in accordance with New York Stock Exchange (“NYSE”) rules.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares (each, a “"Company Stock Option”") to purchase Shares granted under any of the AGA Medical Holdings, Inc. 2006 Equity Incentive Plan, and the AGA Medical Holdings, Inc. 2008 Equity Incentive Plan (the "Company Stock Plans"), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option immediately as soon as practicable following the Effective Time by a special payroll payment an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Cash Merger Consideration over the exercise price per Share of under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (such payments, collectively, the “Option Payments”)Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Cash Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof; provided further that Parent may, in its sole discretion, cause the Exchange Agent, on behalf of the Surviving Corporation, to make the payments described in this Section 3.2(a) rather than the Surviving Corporation. (b) At Each restricted stock unit with respect to Shares (each, an "RSU") granted under a Company Stock Plan shall fully vest immediately prior to the Effective Time, and without any action on the part each holder of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each restricted stock unit (each a “Company Stock Right”) granted under any of the Company Stock Plans, whether vested or unvested, that is outstanding at the Effective Time an RSU shall be cancelled and, in exchange therefor, receive from the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Right immediately as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to by a special payroll payment the product of (i) the Cash Merger Consideration and (iiwith respect to each such RSU at the same time such Cash Merger Consideration is paid to holders of Shares; provided further that Parent may, in its sole discretion, cause the Exchange Agent, on behalf of the Surviving Corporation, to make the payments described in this Section 3.2(b) rather than the number of Shares subject to such Company Stock Right (such payments, collectively, the “Rights Payments”)Surviving Corporation. (c) Prior to the Effective Time, the Company shall adopt deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Company Stock Options and RSUs setting forth each holder's rights pursuant to the respective Company Stock Plan, stating that such resolutions Company Stock Options and RSUs shall be treated in the manner set forth in this Section 3.2. (d) The Company shall take such all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder of a Company Stock Option or an RSU or any participant in any Company Stock Plan or any other actions employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by Section 3.2(a) or 3.2(b), as may be reasonably required applicable, in cancellation and settlement thereof. (e) With respect to effectuate the provisions AGA Medical Holdings, Inc. 2008 Employee Stock Purchase Plan (the "ESPP"), the Company shall not commence any new "Offerings" (as defined in the ESPP) under the ESPP on or after the date of this Section 2.2Agreement. Immediately prior to the date of a "Change of Control" (as defined in the ESPP), the Company shall take all action necessary to terminate the ESPP and to cancel all rights to purchase Common Stock currently outstanding under the Offering in effect at the time of the Change of Control, and the accumulated payroll deductions previously withheld on behalf of employees who elected to participate in such Offering shall be refunded to such employees. In addition, at the Effective Time, each such employee shall receive a cash payment equal to the product of (i) the excess of the Cash Merger Consideration over the per share purchase price, multiplied by (ii) the number of whole shares that such employee was entitled to purchase in such Offering, in each case determined pursuant to the terms of the ESPP and by assuming that the "Offering End Date" and "Purchase Date" (as defined in the ESPP) occurred immediately prior to the date of the Change of Control.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, and without any action on the part of the Company, Parent, HoldCo, Merger Sub or the holders thereof, each option to purchase Shares or similar right (each, a “Company Stock Option”) to purchase Shares granted under any stock option, stock purchase or equity compensation plan, arrangement or agreement of Company, other than the Company Stock ESPP (the “Company Equity Plans”), or otherwise, whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, and the Surviving Corporation holder thereof shall pay be entitled to each former holder of any such cancelled Company Stock Option immediately following the Effective Time receive an amount in cash (cash, without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess total number of Shares subject to such Stock Option, multiplied by (ii) the excess, if any, of the per Share Merger Consideration over the exercise price per Share of such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option (with the aggregate amount of such paymentspayment to the holder to be rounded to the nearest cent), collectively, less the “amount of any required withholding Tax. No holder of a Stock Option Payments”); provided, that if the has an exercise price per Share of any such Company Stock Option that is equal to or greater than the per Share Merger Consideration, Consideration shall be entitled to any payment with respect to such Company cancelled Stock Option shall be canceled without any cash payment being made in respect thereofbefore, on, or after the Effective Time. (b) At the Effective Time, each Share subject to restrictions on transfer and/or forfeiture granted under a Company Equity Plan or otherwise (the “Restricted Stock”) that is outstanding immediately prior to the Effective Time shall become fully vested and without shall be converted automatically into and shall thereafter represent the right to receive the Merger Consideration, less the amount of any action on required withholding Tax, in accordance with Section 2.1. (c) At the part of the Company, Parent, HoldCo, Merger Sub or the holders thereofEffective Time, each restricted stock unit granted under a Company Equity Plan or otherwise (each each, a “Company Stock RightUnit”) granted under any of the Company Stock Plans), whether vested or unvested, that is outstanding at immediately prior to the Effective Time shall be cancelled and, in exchange therefor, and the Surviving Corporation holder thereof shall pay be entitled to each former holder of any such cancelled Company Stock Right immediately following the Effective Time receive an amount in cash (cash, without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the number of Stock Units held by such holder, multiplied by (ii) the per share Merger Consideration Consideration, less the amount of any required withholding Tax. (d) Between the date of this Agreement and the Effective Time, Company shall take all necessary or appropriate action with respect to the Syniverse Holdings, Inc. 2006 Employee Stock Purchase Plan (the “Company ESPP”) to provide that (i) the Exercise Date for the Plan Period (as each such term is defined in the Company ESPP) that is in effect as of the date of this Agreement shall occur on or before the last trading day prior to the Effective Time, (ii) no employee participating in the Company ESPP may increase his or her payroll deduction thereunder following the date of this Agreement (including necessary or appropriate actions pursuant to Section 6 of the Company ESPP), (iii) all Options (as such term is defined in the Company ESPP and referenced herein as “ESPP Options”) issued and outstanding under the Company ESPP on such Exercise Date will be automatically exercised on such Exercise Date, (iv) the Shares issued pursuant to the exercise of such ESPP Options shall be treated in the manner described in Section 2.1, (v) no new Plan Period shall commence on or following the date of this Agreement, and (vi) the Company ESPP shall terminate on the Exercise Date and no participant in the Company ESPP shall have any rights thereafter to acquire, or other rights in respect of, the capital stock of Company, the Surviving Corporation or any of their Subsidiaries pursuant to the Company ESPP. (e) Company shall take all actions necessary or appropriate to ensure that, as of the Effective Time, (i) the Company Equity Plans shall terminate and (ii) the number no holder of Shares subject Stock Options, Restricted Stock or Stock Units and no participant in any Company Equity Plan shall have any rights to such Company Stock Right (such paymentsacquire, collectivelyor other rights in respect of, the “Rights Payments”capital stock of Company, the Surviving Corporation or any of their Subsidiaries, except the rights contemplated by Sections 2.1 and 2.2(a), (b) and (c). (cf) At or prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company Equity Plans or Company ESPP) shall adopt such resolutions or take such other actions as may be necessary or appropriate to effect the transactions described in clauses (a) through (e) of this Section. (g) Prior to the Effective Time, Company shall deliver all necessary or appropriate notices (which notices shall have been approved by Parent, in its reasonable discretion) to each holder of Stock Options, Restricted Stock, Stock Units or any participant in the Company ESPP, setting forth each holder’s or participant’s rights pursuant to the applicable Company Equity Plan or the Company ESPP, as applicable, and stating that such Stock Options, Restricted Stock, Stock Unit or any rights pursuant to the Company ESPP, as applicable, shall adopt such resolutions and take such other actions as may be reasonably required to effectuate treated in the provisions of manner set forth in this Section 2.2.