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, each IMS Health Option granted under any of the IMS Health Equity Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of IMS Health Common Stock and shall be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into an option to acquire shares of Surviving Corporation Common Stock (a “Surviving Corporation Option”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Option as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(a); provided, that any IMS Health Options subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation Options that vest based upon continued service only, in installments on each anniversary of the date of grant of such award and in the same number of shares as were scheduled to vest on each such anniversary under such IMS Health Option. The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Option shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and such Surviving Corporation Option shall have an exercise price per share equal to (A) the exercise price per share of IMS Health Common Stock otherwise purchasable pursuant to such IMS Health Option divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that in the case of any IMS Health Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Surviving Corporation Common Stock subject to such option and the terms and conditions of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided, further, that the exercise price, the number of shares of Surviving Corporation Common Stock subject to, and the terms and conditions of each Surviving Corporation Option shall also be determined in a manner consistent with the requirements of Section 409A of the Code. (b) At the Effective Time, each time-based or performance-based IMS Health RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock unit denominated in shares of Surviving Corporation Common Stock (each, a “Surviving Corporation RSU”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health RSU as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(b). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation RSU shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock; provided, that any outstanding IMS Health RSUs subject to performance-based vesting criteria for a performance period that ended prior to or coincident with the Effective Time shall vest based on the actual performance achieved for the applicable performance period and any outstanding IMS Health RSUs subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation RSUs that vest based upon continued service only at the same times as the expiration of the applicable performance periods under such IMS Health RSU awards, with respect to a number of shares of Surviving Corporation Common Stock, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, determined based on the higher of (x) the actual performance achieved for the applicable performance period as of the Effective Time or (y) the target performance level for the applicable performance period, in each case, multiplied by the Exchange Ratio. (c) At the Effective Time, each award of IMS Health Common Stock subject to time-based vesting restrictions (each a “IMS Health Restricted Stock”), that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock award denominated in shares of Surviving Corporation Common Stock (each a “Surviving Corporation Restricted Stock”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Restricted Stock as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(c). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Restricted Stock shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Restricted Stock immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock. (d) At the Effective Time, each IMS Health SAR, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a stock appreciation right corresponding to shares of Surviving Corporation Common Stock (each, a “Surviving Corporation SAR”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health SAR as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(d). The number of shares of Surviving Corporation Common Stock corresponding to each such Surviving Corporation SAR shall be equal to (i) the number of shares of IMS Health Common Stock corresponding to each IMS Health SAR immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and the per share exercise price for each share of Surviving Corporation Common Stock covered by the Surviving Corporation SAR shall be equal to (A) the exercise price per share of IMS Health Common Stock immediately before the Effective Time divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided however, that the exercise price, the number of shares of Surviving Corporation Common Stock covered by the Surviving Corporation SAR and the terms and conditions of each Surviving Corporation SAR shall be determined in a manner consistent with the requirements of Section 409A of the Code. (e) Prior to the Effective Time, IMS Health shall provide such notice, if any, to the extent required under the terms of the applicable IMS Health Equity Plans, obtain any necessary consents, waivers or releases, adopt applicable resolutions, amend the terms of the IMS Health Equity Plans or any outstanding awards, obtain required shareholder approval with respect to any such amendment, and take all other appropriate actions to effectuate the provisions of this Section 2.2. At the Effective Time, the Surviving Corporation shall assume the IMS Health Equity Plans, provided, that all references to “Company” in the applicable IMS Health Equity Plan and the documents governing the assumed and converted Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs after the Effective Time shall be deemed references to Surviving Corporation and the number of shares of Surviving Corporation Common Stock available for awards under the IMS Health Equity Plans shall be determined by adjusting the number of shares of IMS Health Common Stock available for awards under the IMS Health Equity Plans immediately before the Effective Time in accordance with the Exchange Ratio and the provisions of this Section 2.2. (f) The Surviving Corporation shall reserve for issuance a number of shares of Surviving Corporation Common Stock at least equal to the number of shares of Surviving Corporation Common Stock that will be subject to Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs as a result of the actions contemplated by this Section 2.2. As soon as practicable following the Effective Time, the Surviving Corporation shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Surviving Corporation Common Stock subject to such Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs 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 Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs remain outstanding and are required to be registered.

Treatment of Options and Other Equity-Based Awards. (a) At the First Effective Time, each IMS Health Option outstanding option (each, a “Company Option” ) to purchase shares of Company Common Stock granted under any of the IMS Health Catheter Precision, Inc. Amended and Restated 2009 Equity PlansIncentive Plan (the “Company Equity Plan” ), whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, cease to represent a right to acquire shares of IMS Health Company Common Stock and shall be automatically assumed by and converted, at the Surviving Corporation and converted under the applicable IMS Health Equity Plans First Effective Time, into an option to acquire purchase shares of Surviving Corporation Parent Common Stock (a an “Surviving Corporation Assumed Option”” ), on substantially the same terms and conditions (including any vesting or forfeiture and post-termination exercise provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under to such IMS Health Company Option as of immediately prior to the First Effective Time). For purposes of clarification, subject (x) no Company Option shall be amended to adjustment as provided waive any acceleration of vesting in this Section 2.2(a); providedconnection with the Merger, that any IMS Health and (y) all Assumed Options subject will continue to performance-based vesting criteria for which vest in accordance with the performance period has not yet been completed as terms of the Effective Time, shall be converted into Surviving Corporation Company Options that vest based upon continued service only, in installments on each anniversary closing of the date of grant of such award and in Merger to the same number of shares as were scheduled to vest on each such anniversary under such IMS Health Optionextent the agreements governing the Company Options so provide. The number of shares of Surviving Corporation Parent Common Stock subject to each such Surviving Corporation Assumed Option shall be equal to (i) the number of shares of IMS Health Company Common Stock subject to each IMS Health Company Option immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and such Surviving Corporation Option shall have an exercise price per share equal to (A) the exercise price per share of IMS Health Common Stock otherwise purchasable pursuant to such IMS Health Option divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option divided by (B) the Exchange Ratio; provided, that in the case of any IMS Health Company Option to which Section 421 of the Code applies as of the First Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated herebythereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Surviving Corporation 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, provided further, that in the case of any Company Option to which Section 409A of the Code applies as of the First Effective Time, the exercise price, the number of shares of Surviving Corporation Parent Common Stock subject to, to such option and the terms and conditions of each Surviving Corporation Option shall also be determined in a manner consistent with the requirements exercise of Section 409A of the Code. (b) At the Effective Time, each time-based or performance-based IMS Health RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock unit denominated in shares of Surviving Corporation Common Stock (each, a “Surviving Corporation RSU”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health RSU as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(b). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation RSU shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock; provided, that any outstanding IMS Health RSUs subject to performance-based vesting criteria for a performance period that ended prior to or coincident with the Effective Time shall vest based on the actual performance achieved for the applicable performance period and any outstanding IMS Health RSUs subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation RSUs that vest based upon continued service only at the same times as the expiration of the applicable performance periods under such IMS Health RSU awards, with respect to a number of shares of Surviving Corporation Common Stock, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, determined based on the higher of (x) the actual performance achieved for the applicable performance period as of the Effective Time or (y) the target performance level for the applicable performance period, in each case, multiplied by the Exchange Ratio. (c) At the Effective Time, each award of IMS Health Common Stock subject to time-based vesting restrictions (each a “IMS Health Restricted Stock”), that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock award denominated in shares of Surviving Corporation Common Stock (each a “Surviving Corporation Restricted Stock”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Restricted Stock as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(c). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Restricted Stock shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Restricted Stock immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock. (d) At the Effective Time, each IMS Health SAR, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a stock appreciation right corresponding to shares of Surviving Corporation Common Stock (each, a “Surviving Corporation SAR”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health SAR as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(d). The number of shares of Surviving Corporation Common Stock corresponding to each such Surviving Corporation SAR shall be equal to (i) the number of shares of IMS Health Common Stock corresponding to each IMS Health SAR immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and the per share exercise price for each share of Surviving Corporation Common Stock covered by the Surviving Corporation SAR shall be equal to (A) the exercise price per share of IMS Health Common Stock immediately before the Effective Time divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided however, that the exercise price, the number of shares of Surviving Corporation Common Stock covered by the Surviving Corporation SAR and the terms and conditions of each Surviving Corporation SAR option shall be determined in a manner consistent with the requirements of Section 409A of the CodeCode in order to avoid the imposition of any additional Taxes thereunder. (e) Prior to the Effective Time, IMS Health shall provide such notice, if any, to the extent required under the terms of the applicable IMS Health Equity Plans, obtain any necessary consents, waivers or releases, adopt applicable resolutions, amend the terms of the IMS Health Equity Plans or any outstanding awards, obtain required shareholder approval with respect to any such amendment, and take all other appropriate actions to effectuate the provisions of this Section 2.2. At the Effective Time, the Surviving Corporation shall assume the IMS Health Equity Plans, provided, that all references to “Company” in the applicable IMS Health Equity Plan and the documents governing the assumed and converted Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs after the Effective Time shall be deemed references to Surviving Corporation and the number of shares of Surviving Corporation Common Stock available for awards under the IMS Health Equity Plans shall be determined by adjusting the number of shares of IMS Health Common Stock available for awards under the IMS Health Equity Plans immediately before the Effective Time in accordance with the Exchange Ratio and the provisions of this Section 2.2. (f) The Surviving Corporation shall reserve for issuance a number of shares of Surviving Corporation Common Stock at least equal to the number of shares of Surviving Corporation Common Stock that will be subject to Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs as a result of the actions contemplated by this Section 2.2. As soon as practicable following the Effective Time, the Surviving Corporation shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Surviving Corporation Common Stock subject to such Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs 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 Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs remain outstanding and are required to be registered.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, each IMS Health Option option (each, a “Ryland Option”) to purchase shares of Ryland Common Stock granted under any of the IMS Health Xxxxxx Equity Plans, whether vested or unvested, Plans that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of IMS Health Ryland Common Stock and shall be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into an option to acquire shares of Surviving Corporation Common Stock (a “Surviving Corporation Option”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant IMS Health Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Ryland Option as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(a); provided, that any IMS Health Options subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation Options that vest based upon continued service only, in installments on each anniversary of the date of grant of such award and in the same number of shares as were scheduled to vest on each such anniversary under such IMS Health Option. The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Option shall be equal to (i) the number of shares of IMS Health Ryland Common Stock subject to each IMS Health Ryland Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and such Surviving Corporation Option shall have an exercise price per share equal to (A) the exercise price per share of IMS Health Ryland Common Stock otherwise purchasable pursuant to such IMS Health Ryland Option divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that in the case of any IMS Health Ryland Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to the existing terms of the relevant IMS Health Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Surviving Corporation 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, provided further, that the exercise price, the number of shares of Surviving Corporation Common Stock subject to, and the terms and conditions of exercise of each Surviving Corporation Option shall also be determined in a manner consistent with the requirements of Section 409A of the Code. (b) At the Effective Time, each time-based or performance-based IMS Health restricted stock unit award, including each performance award granted under the Xxxxxx 2013 Executive Officer Long-Term Incentive Plan, or the Xxxxxx 0000 Executive Officer Long-Term Incentive Plan, or the Xxxxxx 0000 Executive Officer Long-Term Incentive Plan (each, a “Ryland RSU, whether vested or unvested”) representing the right to receive shares of Ryland Common Stock granted under any Ryland Equity Plans, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, shall cease to represent a right to acquire shares of Ryland Common Stock and shall be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock unit denominated in right to receive shares of Surviving Corporation Common Stock (each, a “Surviving Corporation RSU”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Ryland RSU as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(b). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation RSU shall be equal to (i) the number of shares of IMS Health Ryland Common Stock subject to each IMS Health Ryland RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock; provided. For the avoidance of doubt, that any outstanding IMS Health RSUs subject to at the Effective Time all performance-based vesting criteria for a performance period that ended prior to or coincident with the Effective Time shall vest based on the actual performance achieved for the applicable performance period and which any outstanding IMS Health Xxxxxx RSUs are subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, Time shall be converted into Surviving Corporation RSUs that vest based upon continued service only deemed achieved at the same times as the expiration of the applicable performance periods under such IMS Health RSU awards, with respect to a number of shares of Surviving Corporation Common Stock, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, determined based on the higher of (x) the actual performance achieved for the applicable performance period as of the Effective Time or (y) the target performance level for the applicable performance period, in each case, multiplied by the Exchange Ratiolevel. (c) At Ryland shall take such action as may be necessary with respect to Xxxxxx’x employee stock purchase plan (the Effective Time“Xxxxxx ESPP”) to cause, each award of IMS Health Common Stock subject to time-based vesting restrictions no later than ten (each a “IMS Health Restricted Stock”), that is outstanding immediately 10) Business Days prior to the Effective Time shallClosing Date, at the Effective Time, (i) accumulated contributions under any then-ongoing offering or purchase period to be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock award denominated in used to purchase shares of Surviving Corporation Xxxxxx Common Stock (each a “Surviving Corporation Restricted Stock”), on substantially in accordance with the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Restricted Stock as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(c). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Restricted Stock shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Restricted Stock immediately prior to the Effective Time multiplied by ESPP and (ii) the Exchange Ratio, rounded down, if necessary, termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any shares of Xxxxxx Common Stock so purchased shall be treated in accordance with Section 2.1 above. Ryland shall take such action as may be necessary to terminate the Xxxxxx ESPP no later than the Business Day immediately preceding the Closing Date. All amounts withheld by Ryland on behalf of the participants in the Xxxxxx ESPP that have not been used to purchase shares of Ryland Common Stock prior to termination of the Xxxxxx ESPP will be returned to the nearest whole share participants without interest pursuant to the terms of Surviving Corporation Common Stockthe Xxxxxx ESPP upon the termination of the Xxxxxx ESPP. (d) At the Effective Time, each IMS Health SAR, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a stock appreciation right corresponding to shares of Surviving Corporation Common Stock (each, a “Surviving Corporation SAR”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health SAR as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(d). The number of shares of Surviving Corporation Common Stock corresponding to each such Surviving Corporation SAR shall be equal to (i) the number of shares of IMS Health Common Stock corresponding to each IMS Health SAR immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and the per share exercise price for each share of Surviving Corporation Common Stock covered by the Surviving Corporation SAR shall be equal to (A) the exercise price per share of IMS Health Common Stock immediately before the Effective Time divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided however, that the exercise price, the number of shares of Surviving Corporation Common Stock covered by the Surviving Corporation SAR and the terms and conditions of each Surviving Corporation SAR shall be determined in a manner consistent with the requirements of Section 409A of the Code. (e) Prior to the Effective Time, IMS Health Ryland shall provide adopt such notice, if any, to the extent resolutions and shall take such other actions as may be reasonably required under the terms of the applicable IMS Health Equity Plans, obtain any necessary consents, waivers or releases, adopt applicable resolutions, amend the terms of the IMS Health Equity Plans or any outstanding awards, obtain required shareholder approval with respect to any such amendment, and take all other appropriate actions to effectuate the provisions of this Section 2.2. At the Effective Time, the Surviving Corporation shall assume the IMS Health Equity Plans, provided, that all references to “Company” in the applicable IMS Health Equity Plan and the documents governing the assumed and converted Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs after the Effective Time shall be deemed references to Surviving Corporation and the number of shares of Surviving Corporation Common Stock available for awards under the IMS Health Equity Plans shall be determined by adjusting the number of shares of IMS Health Common Stock available for awards under the IMS Health Equity Plans immediately before the Effective Time in accordance with the Exchange Ratio and the provisions of this Section 2.2. (fe) The Surviving Corporation shall reserve for issuance a number of shares of Surviving Corporation Common Stock at least equal to the number of shares of Surviving Corporation Common Stock that will be subject to Surviving Corporation Options, Options and Surviving Corporation RSUs and Surviving Corporation SARs as a result of the actions contemplated by this Section 2.2. As soon as practicable following the Effective Time, the Surviving Corporation shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Surviving Corporation Common Stock subject to such Surviving Corporation Options, Options and Surviving Corporation RSUs and Surviving Corporation SARs 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 Surviving Corporation Options, Options and Surviving Corporation RSUs and Surviving Corporation SARs remain outstanding and are required to be registered.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, each IMS Health Option option (each, a “Ryland Option”) to purchase shares of Ryland Common Stock granted under any of the IMS Health Xxxxxx Equity Plans, whether vested or unvested, Plans that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of IMS Health Ryland Common Stock and shall be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into an option to acquire shares of Surviving Corporation Common Stock (a “Surviving Corporation Option”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant IMS Health Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Ryland Option as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(a); provided, that any IMS Health Options subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation Options that vest based upon continued service only, in installments on each anniversary of the date of grant of such award and in the same number of shares as were scheduled to vest on each such anniversary under such IMS Health Option. The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Option shall be equal to (i) the number of shares of IMS Health Ryland Common Stock subject to each IMS Health Ryland Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and such Surviving Corporation Option shall have an exercise price per share equal to (A) the exercise price per share of IMS Health Ryland Common Stock otherwise purchasable pursuant to such IMS Health Ryland Option divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that in the case of any IMS Health Ryland Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to the existing terms of the relevant IMS Health Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Surviving Corporation 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, provided further, that the exercise price, the number of shares of Surviving Corporation Common Stock subject to, and the terms and conditions of exercise of each Surviving Corporation Option shall also be determined in a manner consistent with the requirements of Section 409A of the Code. (b) At the Effective Time, each time-based or performance-based IMS Health restricted stock unit award, including each performance award granted under the Xxxxxx 2013 Executive Officer Long-Term Incentive Plan, or the Xxxxxx 0000 Executive Officer Long-Term Incentive Plan, or the Xxxxxx 0000 Executive Officer Long-Term Incentive Plan (each, a “Ryland RSU, whether vested or unvested”) representing the right to receive shares of Ryland Common Stock granted under any Ryland Equity Plans, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, shall cease to represent a right to acquire shares of Ryland Common Stock and shall be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock unit denominated in right to receive shares of Surviving Corporation Common Stock (each, a “Surviving Corporation RSU”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Ryland RSU as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(b). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation RSU shall be equal to (i) the number of shares of IMS Health Ryland Common Stock subject to each IMS Health Ryland RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock; provided. For the avoidance of doubt, that any outstanding IMS Health RSUs subject to at the Effective Time all performance-based vesting criteria for a performance period that ended prior to or coincident with the Effective Time shall vest based on the actual performance achieved for the applicable performance period and which any outstanding IMS Health Ryland RSUs are subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, Time shall be converted into Surviving Corporation RSUs that vest based upon continued service only deemed achieved at the same times as the expiration of the applicable performance periods under such IMS Health RSU awards, with respect to a number of shares of Surviving Corporation Common Stock, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, determined based on the higher of (x) the actual performance achieved for the applicable performance period as of the Effective Time or (y) the target performance level for the applicable performance period, in each case, multiplied by the Exchange Ratiolevel. (c) At Ryland shall take such action as may be necessary with respect to Xxxxxx’x employee stock purchase plan (the Effective Time“Xxxxxx ESPP”) to cause, each award of IMS Health Common Stock subject to time-based vesting restrictions no later than ten (each a “IMS Health Restricted Stock”), that is outstanding immediately 10) Business Days prior to the Effective Time shallClosing Date, at the Effective Time, (i) accumulated contributions under any then-ongoing offering or purchase period to be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock award denominated in used to purchase shares of Surviving Corporation Xxxxxx Common Stock (each a “Surviving Corporation Restricted Stock”), on substantially in accordance with the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Restricted Stock as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(c). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Restricted Stock shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Restricted Stock immediately prior to the Effective Time multiplied by ESPP and (ii) the Exchange Ratio, rounded down, if necessary, termination of all options or purchase rights under all such ongoing offering or purchase periods immediately after such purchase. Any shares of Xxxxxx Common Stock so purchased shall be treated in accordance with Section 2.1 above. Ryland shall take such action as may be necessary to terminate the Xxxxxx ESPP no later than the Business Day immediately preceding the Closing Date. All amounts withheld by Ryland on behalf of the participants in the Xxxxxx ESPP that have not been used to purchase shares of Ryland Common Stock prior to termination of the Xxxxxx ESPP will be returned to the nearest whole share participants without interest pursuant to the terms of Surviving Corporation Common Stockthe Xxxxxx ESPP upon the termination of the Xxxxxx ESPP. (d) At the Effective Time, each IMS Health SAR, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a stock appreciation right corresponding to shares of Surviving Corporation Common Stock (each, a “Surviving Corporation SAR”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health SAR as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(d). The number of shares of Surviving Corporation Common Stock corresponding to each such Surviving Corporation SAR shall be equal to (i) the number of shares of IMS Health Common Stock corresponding to each IMS Health SAR immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and the per share exercise price for each share of Surviving Corporation Common Stock covered by the Surviving Corporation SAR shall be equal to (A) the exercise price per share of IMS Health Common Stock immediately before the Effective Time divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided however, that the exercise price, the number of shares of Surviving Corporation Common Stock covered by the Surviving Corporation SAR and the terms and conditions of each Surviving Corporation SAR shall be determined in a manner consistent with the requirements of Section 409A of the Code. (e) Prior to the Effective Time, IMS Health Ryland shall provide adopt such notice, if any, to the extent resolutions and shall take such other actions as may be reasonably required under the terms of the applicable IMS Health Equity Plans, obtain any necessary consents, waivers or releases, adopt applicable resolutions, amend the terms of the IMS Health Equity Plans or any outstanding awards, obtain required shareholder approval with respect to any such amendment, and take all other appropriate actions to effectuate the provisions of this Section 2.2. At the Effective Time, the Surviving Corporation shall assume the IMS Health Equity Plans, provided, that all references to “Company” in the applicable IMS Health Equity Plan and the documents governing the assumed and converted Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs after the Effective Time shall be deemed references to Surviving Corporation and the number of shares of Surviving Corporation Common Stock available for awards under the IMS Health Equity Plans shall be determined by adjusting the number of shares of IMS Health Common Stock available for awards under the IMS Health Equity Plans immediately before the Effective Time in accordance with the Exchange Ratio and the provisions of this Section 2.2. (fe) The Surviving Corporation shall reserve for issuance a number of shares of Surviving Corporation Common Stock at least equal to the number of shares of Surviving Corporation Common Stock that will be subject to Surviving Corporation Options, Options and Surviving Corporation RSUs and Surviving Corporation SARs as a result of the actions contemplated by this Section 2.2. As soon as practicable following the Effective Time, the Surviving Corporation shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Surviving Corporation Common Stock subject to such Surviving Corporation Options, Options and Surviving Corporation RSUs and Surviving Corporation SARs 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 Surviving Corporation Options, Options and Surviving Corporation RSUs and Surviving Corporation SARs remain outstanding and are required to be registered.

Treatment of Options and Other Equity-Based Awards. (a) At the Company Merger Effective Time, each IMS Health Option option (each, a “Company Stock Option”) to purchase Shares granted under any the Company’s 2011 Equity Compensation Plan (the “Company Stock Plan”), other than the Rollover Options, shall be cancelled for no consideration. (b) At the Company Merger Effective Time, each award of restricted stock units (each, a “Company RSU”) with respect to Shares granted under the IMS Health Equity Plans, whether vested or unvested, Company Stock Plan that is outstanding immediately prior to the Company Merger Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of IMS Health Common Stock and shall be automatically assumed cancelled, terminated and extinguished by the Surviving Corporation Company, and converted under the applicable IMS Health Equity Plans into an option to acquire shares of Surviving Corporation Common Stock (a “Surviving Corporation Option”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Option as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(a); provided, that any IMS Health Options subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, Parent shall be converted into Surviving Corporation Options that vest based upon continued service only, in installments on each anniversary of the date of grant of such award and in the same number of shares as were scheduled to vest on replace each such anniversary under such IMS Health Option. The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Option shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and such Surviving Corporation Option shall have an exercise price per share equal to (A) the exercise price per share of IMS Health Common Stock otherwise purchasable pursuant to such IMS Health Option divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that in the case of any IMS Health Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Surviving Corporation Common Stock subject to such option and the terms and conditions of such option shall be determined in a manner consistent cancelled Company RSU with the requirements of Section 424(a) of the Code; provided, further, that the exercise price, the number of shares of Surviving Corporation Common Stock subject to, and the terms and conditions of each Surviving Corporation Option shall also be determined in a manner consistent with the requirements of Section 409A of the Code. (b) At the Effective Time, each time-based or performance-based IMS Health RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock unit denominated in shares of Surviving Corporation Common Stock (each, a “Surviving Corporation RSU”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health RSU as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(b). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation RSU shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock; provided, that any outstanding IMS Health RSUs subject to performance-based vesting criteria for a performance period that ended prior to or coincident with the Effective Time shall vest based on the actual performance achieved for the applicable performance period and any outstanding IMS Health RSUs subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation RSUs that vest based upon continued service only at the same times as the expiration of the applicable performance periods under such IMS Health RSU awards, with respect to a number of shares of Surviving Corporation Common Stock, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, determined based on the higher of (x) the actual performance achieved for the applicable performance period as of the Effective Time or (y) the target performance level for the applicable performance period, in each case, multiplied by the Exchange Ratio. (c) At the Effective Time, each award of IMS Health Common Stock subject to time-based vesting restrictions (each a “IMS Health Restricted Stock”), that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock award denominated in shares of Surviving Corporation TopCo Common Stock (each a “Surviving Corporation Restricted StockTopCo RSU”) that is equal to the number of Shares that were subject to such cancelled Company RSU, subject to the remainder of this Section 2.2(b). Except as otherwise agreed between TopCo and the holder of a replaced Company RSU, on substantially the same vesting and all other terms and conditions (including that applied to any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant such replaced Company RSU shall apply to the existing terms replacement TopCo RSU; provided, that such replacement TopCo RSU shall be settled upon vesting in a combination of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Restricted Stock as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(c). The number of cash and/or shares of Surviving Corporation TopCo Common Stock subject to each such Surviving Corporation Restricted Stock shall be equal to (iwith the mix of cash and shares determined by Parent in its sole discretion) valued in the aggregate at (x) the number of shares of IMS Health TopCo Common Stock subject to each IMS Health Restricted Stock immediately prior to the Effective Time underlying such TopCo RSU multiplied by (iiy) the Exchange RatioMerger Consideration, rounded down, if necessary, with shares of TopCo Common Stock valued for such purpose at the then prevailing Book Value Per Share at the time of such settlement. TopCo’s (or the applicable Affiliate of Parent’s) board of directors shall succeed to the nearest whole share authority and responsibility of Surviving Corporation Common Stockthe Company’s board of directors or any committee thereof with respect to the administration of all TopCo RSUs issued in replacement for Company RSUs. (d) At the Effective Time, each IMS Health SAR, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a stock appreciation right corresponding to shares of Surviving Corporation Common Stock (each, a “Surviving Corporation SAR”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health SAR as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(d). The number of shares of Surviving Corporation Common Stock corresponding to each such Surviving Corporation SAR shall be equal to (i) the number of shares of IMS Health Common Stock corresponding to each IMS Health SAR immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and the per share exercise price for each share of Surviving Corporation Common Stock covered by the Surviving Corporation SAR shall be equal to (A) the exercise price per share of IMS Health Common Stock immediately before the Effective Time divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided however, that the exercise price, the number of shares of Surviving Corporation Common Stock covered by the Surviving Corporation SAR and the terms and conditions of each Surviving Corporation SAR shall be determined in a manner consistent with the requirements of Section 409A of the Code. (ec) Prior to the Company Merger Effective Time, IMS Health the Company shall provide adopt such notice, if any, resolutions as may be reasonably required to the extent required under the terms of the applicable IMS Health Equity Plans, obtain any necessary consents, waivers or releases, adopt applicable resolutions, amend the terms of the IMS Health Equity Plans or any outstanding awards, obtain required shareholder approval with respect to any such amendment, and take all other appropriate actions to effectuate effect the provisions of this Section 2.2. At , effective as of the Company Merger Effective Time, the Surviving Corporation shall assume the IMS Health Equity Plans, provided, that all references to “Company” in the applicable IMS Health Equity Plan and the documents governing the assumed and converted Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs after the Effective Time shall be deemed references to Surviving Corporation and the number of shares of Surviving Corporation Common Stock available for awards under the IMS Health Equity Plans shall be determined by adjusting the number of shares of IMS Health Common Stock available for awards under the IMS Health Equity Plans immediately before the Effective Time in accordance with the Exchange Ratio and the provisions of this Section 2.2. (f) The Surviving Corporation shall reserve for issuance a number of shares of Surviving Corporation Common Stock at least equal to the number of shares of Surviving Corporation Common Stock that will be subject to Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs as a result of the actions contemplated by this Section 2.2. As soon as practicable following the Effective Time, the Surviving Corporation shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Surviving Corporation Common Stock subject to such Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs 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 Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs remain outstanding and are required to be registered.

Treatment of Options and Other Equity-Based Awards. (a) At the First Effective Time, each IMS Health Option outstanding option (each, a “Company Option”) to purchase shares of Company Common Stock granted under any of the IMS Health Catheter Precision, Inc. Amended and Restated 2009 Equity PlansIncentive Plan (the “Company Equity Plan”), whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, cease to represent a right to acquire shares of IMS Health Company Common Stock and shall be automatically assumed by and converted, at the Surviving Corporation and converted under the applicable IMS Health Equity Plans First Effective Time, into an option to acquire purchase shares of Surviving Corporation Parent Common Stock (a an “Surviving Corporation Assumed Option”), on substantially the same terms and conditions (including any vesting or forfeiture and post-termination exercise provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under to such IMS Health Company Option as of immediately prior to the First Effective Time), subject provided that if NYSE American rules so require, no Assumed Option shall be exercisable prior to adjustment as provided in this Section 2.2(a); provided, that any IMS Health Options subject to performance-based vesting criteria for which the performance period has not yet been completed as Parent Stockholder Approval of the Effective TimeMerger Conversion Proposal. For purposes of clarification, (x) no Company Option shall be converted into Surviving Corporation amended to waive any acceleration of vesting in connection with the Merger, and (y) all Assumed Options that will continue to vest based upon continued service only, in installments on each anniversary accordance with the terms of the date Company Options upon closing of grant of such award and in the same number of shares as were scheduled Merger to vest on each such anniversary under such IMS Health Optionthe extent the agreements governing the Company Options so provide. The number of shares of Surviving Corporation Parent Common Stock subject to each such Surviving Corporation Assumed Option shall be equal to (i) the number of shares of IMS Health Company Common Stock subject to each IMS Health Company Option immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and such Surviving Corporation Option shall have an exercise price per share equal to (A) the exercise price per share of IMS Health Common Stock otherwise purchasable pursuant to such IMS Health Option divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option divided by (B) the Exchange Ratio; provided, that in the case of any IMS Health Company Option to which Section 421 of the Code applies as of the First Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated herebythereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Surviving Corporation 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, provided further, that in the case of any Company Option to which Section 409A of the Code applies as of the First Effective Time, the exercise price, the number of shares of Surviving Corporation Parent Common Stock subject to, to such option and the terms and conditions of each Surviving Corporation Option shall also be determined in a manner consistent with the requirements exercise of Section 409A of the Code. (b) At the Effective Time, each time-based or performance-based IMS Health RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock unit denominated in shares of Surviving Corporation Common Stock (each, a “Surviving Corporation RSU”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health RSU as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(b). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation RSU shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock; provided, that any outstanding IMS Health RSUs subject to performance-based vesting criteria for a performance period that ended prior to or coincident with the Effective Time shall vest based on the actual performance achieved for the applicable performance period and any outstanding IMS Health RSUs subject to performance-based vesting criteria for which the performance period has not yet been completed as of the Effective Time, shall be converted into Surviving Corporation RSUs that vest based upon continued service only at the same times as the expiration of the applicable performance periods under such IMS Health RSU awards, with respect to a number of shares of Surviving Corporation Common Stock, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, determined based on the higher of (x) the actual performance achieved for the applicable performance period as of the Effective Time or (y) the target performance level for the applicable performance period, in each case, multiplied by the Exchange Ratio. (c) At the Effective Time, each award of IMS Health Common Stock subject to time-based vesting restrictions (each a “IMS Health Restricted Stock”), that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a restricted stock award denominated in shares of Surviving Corporation Common Stock (each a “Surviving Corporation Restricted Stock”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health Restricted Stock as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(c). The number of shares of Surviving Corporation Common Stock subject to each such Surviving Corporation Restricted Stock shall be equal to (i) the number of shares of IMS Health Common Stock subject to each IMS Health Restricted Stock immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock. (d) At the Effective Time, each IMS Health SAR, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, be automatically assumed by the Surviving Corporation and converted under the applicable IMS Health Equity Plans into a stock appreciation right corresponding to shares of Surviving Corporation Common Stock (each, a “Surviving Corporation SAR”), on substantially the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration or other deemed satisfaction thereof pursuant to the existing terms of the relevant IMS Health Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such IMS Health SAR as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 2.2(d). The number of shares of Surviving Corporation Common Stock corresponding to each such Surviving Corporation SAR shall be equal to (i) the number of shares of IMS Health Common Stock corresponding to each IMS Health SAR immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Surviving Corporation Common Stock, and the per share exercise price for each share of Surviving Corporation Common Stock covered by the Surviving Corporation SAR shall be equal to (A) the exercise price per share of IMS Health Common Stock immediately before the Effective Time divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided however, that the exercise price, the number of shares of Surviving Corporation Common Stock covered by the Surviving Corporation SAR and the terms and conditions of each Surviving Corporation SAR option shall be determined in a manner consistent with the requirements of Section 409A of the CodeCode in order to avoid the imposition of any additional Taxes thereunder. (e) Prior to the Effective Time, IMS Health shall provide such notice, if any, to the extent required under the terms of the applicable IMS Health Equity Plans, obtain any necessary consents, waivers or releases, adopt applicable resolutions, amend the terms of the IMS Health Equity Plans or any outstanding awards, obtain required shareholder approval with respect to any such amendment, and take all other appropriate actions to effectuate the provisions of this Section 2.2. At the Effective Time, the Surviving Corporation shall assume the IMS Health Equity Plans, provided, that all references to “Company” in the applicable IMS Health Equity Plan and the documents governing the assumed and converted Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs after the Effective Time shall be deemed references to Surviving Corporation and the number of shares of Surviving Corporation Common Stock available for awards under the IMS Health Equity Plans shall be determined by adjusting the number of shares of IMS Health Common Stock available for awards under the IMS Health Equity Plans immediately before the Effective Time in accordance with the Exchange Ratio and the provisions of this Section 2.2. (f) The Surviving Corporation shall reserve for issuance a number of shares of Surviving Corporation Common Stock at least equal to the number of shares of Surviving Corporation Common Stock that will be subject to Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs as a result of the actions contemplated by this Section 2.2. As soon as practicable following the Effective Time, the Surviving Corporation shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms, including Form S-3) with respect to the shares of Surviving Corporation Common Stock subject to such Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs 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 Surviving Corporation Options, Surviving Corporation RSUs and Surviving Corporation SARs remain outstanding and are required to be registered.