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 option (each, a “Company Stock Option”) to purchase shares of Company Common Stock granted under 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”) that is outstanding immediately prior to the Effective Time (whether or not vested) shall be deemed fully vested and shall be cancelled in exchange for the right to receive shares of Parent Common Stock (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 under such Company Stock Option and (ii) the number of shares subject to such Company Stock Option; provided, however, that (A) if the exercise price per share of any such Company Stock Option is equal to or greater than the Merger Consideration Closing Value, such Company Stock Option shall be cancelled without any 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.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, each option (each, a “Company Stock Option”) to purchase shares of Company Common Stock IMS Health Option granted under any of the 2006/2007 Stock Incentive & Compensation PlanIMS Health Equity Plans, the 2007/2008 Stock Incentive & Compensation Planwhether vested or unvested, the 2008/2009 Stock Incentive & Equity Compensation Plan or the 2011/2012 Stock Incentive & Equity Compensation Plan (the “Company Stock Plans”) that is outstanding immediately prior to the Effective Time (whether or not vested) shall be deemed fully vested shall, at the Effective Time, cease to represent a right to acquire shares of IMS Health Common Stock and shall be cancelled in exchange for automatically assumed by the right Surviving Corporation and converted under the applicable IMS Health Equity Plans into an option to receive acquire shares of Parent Surviving Corporation Common Stock (without interesta “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 deduction adjustment as provided in this Section 2.2(a); provided, that any IMS Health Options subject to performance-based vesting criteria for any required withholding Taxwhich the performance period has not yet been completed as of the Effective Time, with cash being paid shall be converted into Surviving Corporation Options that vest based upon continued service only, in lieu installments on each anniversary of issuing fractional 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 Parent Surviving Corporation Common Stock) with a value Stock subject to each such Surviving Corporation Option shall be equal to the product of (i) the excess (if any) of the Merger Consideration Closing Value over the exercise price per share under such Company Stock Option and (ii) 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 Company Stock Option; provided, however, that Surviving Corporation Option shall have an exercise price per share equal to (A) if the exercise price per share of any IMS Health Common Stock otherwise purchasable pursuant to such Company Stock IMS Health Option is equal to or greater than the Merger Consideration Closing Value, such Company Stock Option shall be cancelled without any payment being made in respect thereof, and divided by (B) at the option Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that in the case of Parent, in lieu of paying all or a portion any IMS Health Option to which Section 421 of the amounts due Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to a holder the existing terms of Company Stock Options 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 this paragraph in Section 422 of the Code, the exercise price, the number of shares of Parent Surviving Corporation Common Stock, Parent may substitute for Stock subject to such shares an equivalent amount option and the terms and conditions of such option shall be determined in cash. For purposes a manner consistent with the requirements of Section 424(a) of the preceding sentenceCode; provided, further, that the exercise price, the number of shares of Parent Surviving Corporation 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 Stocksubject to, and (2) if any cash payments are being made to any holder the terms and conditions of Company Stock Options, cause each Surviving Corporation Option shall also be determined in a manner consistent with the Company to process such payments through its payroll systemrequirements of Section 409A of the Code.

Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time, each option (each, a “Company Stock Ryland Option”) to purchase shares of Company Ryland 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 & Xxxxxx Equity Compensation Plan or the 2011/2012 Stock Incentive & Equity Compensation Plan (the “Company Stock Plans”) Plans that is outstanding immediately prior to the Effective Time (whether or not vested) shall be deemed fully vested shall, at the Effective Time, cease to represent a right to acquire shares of Ryland Common Stock and shall be cancelled in exchange for the right automatically converted into an option to receive acquire shares of Parent Surviving Corporation Common Stock (without interesta “Surviving Corporation Option”), on 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 Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby) as were applicable under such Ryland Option as of immediately prior to the Effective Time, subject to deduction for any required withholding Tax, with cash being paid adjustment as provided in lieu this Section 2.2(a). The number of issuing fractional shares of Parent Surviving Corporation Common Stock) with a value Stock subject to each such Surviving Corporation Option shall be equal to the product of (i) the excess (if any) of the Merger Consideration Closing Value over the exercise price per share under such Company Stock Option and (ii) the number of shares of Ryland Common Stock subject to each 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 Company Stock Option; provided, however, that Surviving Corporation Option shall have an exercise price per share equal to (A) if the exercise price per share of any Ryland Common Stock otherwise purchasable pursuant to such Company Stock Ryland Option is equal to or greater than the Merger Consideration Closing Value, such Company Stock Option shall be cancelled without any payment being made in respect thereof, and divided by (B) at the option Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that in the case of Parent, in lieu of paying all or a portion any Ryland Option to which Section 421 of the amounts due Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof pursuant to a holder the existing terms of Company Stock Options the relevant Ryland Equity Plans or applicable award agreement thereunder by reason of the transactions contemplated hereby, if applicable) by reason of its qualification under this paragraph in Section 422 of the Code, the exercise price, the number of shares of Parent Surviving Corporation Common Stock, Parent may substitute for Stock subject to such shares an equivalent amount option and the terms and conditions of exercise of such option shall be determined in cash. For purposes a manner consistent with the requirements of Section 424(a) of the preceding sentenceCode; provided further, that the exercise price, the number of shares of Parent Surviving Corporation 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 Stocksubject to, and (2) if any cash payments are being made to any holder the terms and conditions of Company Stock Options, cause exercise of each Surviving Corporation Option shall also be determined in a manner consistent with the Company to process such payments through its payroll systemrequirements of Section 409A of the Code.