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

Treatment of Options and Other Stock-Based Awards. (a) As of the Effective Time, each option to purchase shares of Company Common Stock or other right to purchase Company Common Stock under any Company Stock Plan (each a “Company Option”), to the extent it is outstanding and unexercised immediately prior thereto, shall become fully vested as of the Effective Time and shall by virtue of the Mergers and without any action on the part of any holder of any Company Option be automatically cancelled and the holder thereof will receive, as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (i) the excess, if any, of the Cash Consideration over the exercise price per share of such Company Option and (ii) the number of shares of Company Common Stock issuable upon exercise of such Company Option (collectively, the “Option Consideration”). As of the Effective Time, all Company Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration; provided that, if the exercise price of any such Company Option is equal or greater than the Cash Consideration, such Company Option shall be cancelled without any payment being made in respect thereof. The Option Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (b) As of the Effective Time, each restricted stock unit granted under any Company Stock Plan (each a “Company RSU”) which is outstanding immediately prior thereto shall become fully vested as of the Effective Time. Each Company RSU that is not subject to Section 409A of the Code shall by virtue of the Mergers and without any action on the part of any holder of any Company RSU be automatically cancelled, and the holder thereof will receive as soon as reasonably practicable following the Effective Time, a cash payment (without interest) with respect thereto equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Company RSU and (ii) the Cash Consideration (collectively, the “RSU Consideration”). Each Company RSU that is subject to Section 409A of the Code shall vest as described in this Section 2.7(b) but will be settled in cash pursuant to the timing terms of the applicable award agreement and, therefore, the holder thereof will receive the RSU Consideration at the time prescribed by the applicable award agreement. As of the Effective Time, all Company RSUs that are not subject to Section 409A of the Code and which are outstanding immediately prior thereto, whether or not vested, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSU shall cease to have any rights with respect thereto, except the right to receive the RSU Consideration. As of the Effective Time, all Company RSUs that are subject to Section 409A of the Code and which are outstanding immediately prior thereto shall be fully vested as set forth above and shall remain outstanding to the extent provided in the applicable award agreement until such time as the RSU Consideration is distributed to the holder thereof. The RSU Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (c) As of the Effective Time, each restricted stock award granted under any Company Stock Plan (each a “Company RSA”, and together with the Company Options and the Company RSUs, the “Company Equity Awards”)) which is outstanding and unvested immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Mergers and without any action on the part of any holder of any Company RSA be automatically cancelled and the holder thereof will receive as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (i) the aggregate number of shares of Company Common Stock represented by such Company RSA and (ii) the Cash Consideration (collectively, the “RSA Consideration”, and, together with the Option Consideration and the RSU Consideration, the “Equity Award Consideration”). As of the Effective Time, all unvested Company RSAs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSA shall cease to have any rights with respect thereto, except the right to receive the RSA Consideration. The RSA Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (d) Amounts payable pursuant to this Section 2.7 shall be reduced by such amounts as the Exchange Agent, the Surviving Company or Parent is required to deduct and withhold pursuant to Section 3.7. At the direction of Parent, payment of any cash amounts to be paid pursuant to this Section 2.7 may be made through the Company’s (or the Surviving Company’s) payroll, in which case, Parent shall wire transfer immediately available funds to an account in the United States pursuant to wire transfer instructions furnished by the Company no later than three (3) business days prior to the Closing Date, and the Company shall promptly after Closing make the appropriate payments of the Equity Consideration through its payroll system.

Treatment of Options and Other Stock-Based Awards. (a) As of At the Effective Time, each option to purchase shares of Company Common Stock or other right to purchase Company Common Stock under any Company Stock Plan (each a “Company Option”) issued pursuant to any Company Stock Incentive Plan (as defined in Section 2.6(c)), to the extent it that is outstanding and unexercised immediately prior theretoto the Effective Time, whether or not vested and exercisable, shall become fully vested as of and exercisable immediately prior to, and shall be cancelled at, the Effective Time and shall by virtue of the Mergers and without any action on the part of any holder of any Company Option be automatically cancelled Time, and the holder thereof will receive, as soon as reasonably practicable following the Effective Time a shall be entitled to receive from Acquiror an amount in cash payment (without interest) with respect thereto equal to the product of (i) the excess, if any, of (x) the Cash Consideration Per Share Amount over (y) the exercise price per share of Company Common Stock subject to such Company Option Option, with the aggregate amount payable rounded up to the nearest cent, and (ii) the number of shares of Company Common Stock issuable upon exercise of such Company Option (collectively, the “Option Consideration”). As of the Effective Time, all Company Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration; provided that, if the exercise price of any such Company Option is equal or greater than the Cash Consideration, such Company Option shall be cancelled without any payment being made in respect thereof. The Option Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (b) As of the Effective Time, each restricted stock unit granted under any Company Stock Plan (each a “Company RSU”) which is outstanding immediately prior thereto shall become fully vested as of the Effective Time. Each Company RSU that is not subject to Section 409A of the Code shall by virtue of the Mergers and without any action on the part of any holder of any Company RSU be automatically cancelled, and the holder thereof will receive as soon as reasonably practicable following the Effective Time, a cash payment (without interest) with respect thereto equal to the product of (i) the aggregate total number of shares of Company Common Stock subject to such Company RSU and (ii) the Cash Consideration (collectively, the “RSU Consideration”). Each Company RSU that is subject Option as in effect immediately prior to Section 409A of the Code shall vest as described in this Section 2.7(b) but will be settled in cash pursuant to the timing terms of the applicable award agreement and, therefore, the holder thereof will receive the RSU Consideration at the time prescribed by the applicable award agreement. As of the Effective Time, all Company RSUs that are not subject to Section 409A of less any required withholding taxes (the Code and which are outstanding immediately prior thereto, whether or not vested, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSU shall cease to have any rights with respect thereto, except the right to receive the RSU “Option Consideration. As of the Effective Time, all Company RSUs that are subject to Section 409A of the Code and which are outstanding immediately prior thereto shall be fully vested as set forth above and shall remain outstanding to the extent provided in the applicable award agreement until such time as the RSU Consideration is distributed to the holder thereof. The RSU Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3”). (cb) As of the Effective Time, each restricted stock award granted under any Company Stock Plan (each a “Company RSA”, and together with the Company Options and the Company RSUs, the “Company Equity Awards”)) which is outstanding and unvested immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Mergers and without any action on the part of any holder of any Company RSA be automatically cancelled and the holder thereof will receive as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (i) the aggregate number of shares of Company Common Stock represented by such Company RSA and (ii) the Cash Consideration (collectively, the “RSA Consideration”, and, together with the Option Consideration and the RSU Consideration, the “Equity Award Consideration”). As of At the Effective Time, all unvested shares of Company RSAs shall no longer be Common Stock granted by the Company under any Company Stock Incentive Plan in the form of “restricted stock” awards (“Company Restricted Stock”) that are outstanding and shall automatically cease immediately prior to existthe Effective Time shall, and each holder as of the Effective Time, become a Company RSA shall cease to have any rights with respect thereto, except the vested right to receive the RSA Consideration. The RSA Merger Consideration shall in all cases be paid in cash and shall not be subject accordance with Section 2.1(c), as if the holder of any such Company Restricted Stock, were, immediately prior to the proration contemplated by Section 2.3Effective Time, a holder of Company Common Stock. (dc) Amounts payable pursuant to this Section 2.7 shall be reduced by such amounts as The 2008 Stock Option and Incentive Plan and the Exchange AgentEmployee Stock Ownership Plan (collectively, the Surviving “Company Stock Incentive Plans”) and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or Parent is required to deduct and withhold pursuant to Section 3.7. At any Subsidiary thereof shall terminate as of the direction of Parent, payment of any cash amounts to be paid pursuant to this Section 2.7 may be made through the Company’s (or the Surviving Company’s) payroll, in which case, Parent shall wire transfer immediately available funds to an account in the United States pursuant to wire transfer instructions furnished by the Company no later than three (3) business days prior to the Closing DateEffective Time, and the Company shall promptly after Closing make ensure that following the appropriate payments Effective Time no holder of any equity-based right shall have any right to acquire equity securities of the Equity Consideration through its payroll systemCompany or the Surviving Company other than under the Company Employee Stock Ownership Plan.

Treatment of Options and Other Stock-Based Awards. (a) As of the Effective Time, each option to purchase shares of Company Common Stock or other right to purchase receive shares of Company Common Stock under any Company Stock Plan (each a “Company Option”), to the extent it ) which is outstanding and unexercised immediately prior thereto, thereto shall become fully vested as of the Effective Time and shall by virtue of the Mergers Merger and without any action on the part of any holder of any Company Option be automatically cancelled and the holder thereof will receive, receive as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (i) the excess, if any, of the Cash Merger Consideration over the exercise price per share of such Company Option and (ii) the number of shares of Company Common Stock issuable upon exercise of such Company Option (collectively, the “Option Consideration”). As of the Effective Time, all Company Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration; provided that, if the exercise price of any such Company Option is equal or greater than the Cash Consideration, such Company Option shall be cancelled without any payment being made in respect thereof. The Option Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (b) As The Board of Directors of the Effective Time, each restricted stock unit granted under any Company Stock Plan (each a the “Company RSUBoard”) which is outstanding immediately prior thereto shall become fully vested as or compensation committee of the Effective TimeCompany Board shall make such amendments and adjustments to or make such determinations with respect to the Company Options, as are necessary to implement the provisions of this Section 2.4. Each Without limiting the foregoing, the Company RSU shall take all actions necessary to ensure that is the Company will not subject to Section 409A of the Code shall by virtue of the Mergers and without any action on the part of any holder of any Company RSU be automatically cancelled, and the holder thereof will receive as soon as reasonably practicable following the Effective Time, a cash be bound by any options, SARs, warrants or other rights or agreements which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Company or to receive any payment (without interest) in respect thereof other than with respect thereto equal to the product payment of (i) the aggregate number of shares of Company Common Stock subject to such Company RSU and (ii) the Cash Option Consideration (collectively, the “RSU Consideration”as provided in Section 2.4(a). Each Company RSU that is subject Prior to Section 409A of the Code shall vest as described in this Section 2.7(b) but will be settled in cash pursuant to the timing terms of the applicable award agreement and, therefore, the holder thereof will receive the RSU Consideration at the time prescribed by the applicable award agreement. As of the Effective Time, the Company shall take all actions necessary to terminate all its Company RSUs that are not subject Stock Plans, such termination to Section 409A of the Code and which are outstanding immediately prior thereto, whether be effective at or not vested, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSU shall cease to have any rights with respect thereto, except the right to receive the RSU Consideration. As of before the Effective Time, all Company RSUs that are subject to Section 409A of the Code and which are outstanding immediately prior thereto shall be fully vested as set forth above and shall remain outstanding to the extent provided in the applicable award agreement until such time as the RSU Consideration is distributed to the holder thereof. The RSU Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (c) As of the Effective Time, each restricted stock award granted under any Company Stock Plan (each a “Company RSA”, and together with the Company Options and the Company RSUs, the “Company Equity Awards”)) which is outstanding and unvested immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Mergers and without any action on the part of any holder of any Company RSA be automatically cancelled and the holder thereof will receive as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (i) the aggregate number of shares of Company Common Stock represented by such Company RSA and (ii) the Cash Consideration (collectively, the “RSA Consideration”, and, together with the Option Consideration and the RSU Consideration, the “Equity Award Consideration”). As of the Effective Time, all unvested Company RSAs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSA shall cease to have any rights with respect thereto, except the right to receive the RSA Consideration. The RSA Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (d) Amounts payable pursuant to this Section 2.7 shall be reduced by such amounts as the Exchange Agent, the Surviving Company or Parent is required to deduct and withhold pursuant to Section 3.7. At the direction of Parent, payment of any cash amounts to be paid pursuant to this Section 2.7 may be made through the Company’s (or the Surviving Company’s) payroll, in which case, Parent shall wire transfer immediately available funds to an account in the United States pursuant to wire transfer instructions furnished by the Company no later than three (3) business days prior to the Closing Date, and the Company shall promptly after Closing make the appropriate payments of the Equity Consideration through its payroll system.

Treatment of Options and Other Stock-Based Awards. (a) As of At the Effective Time, each outstanding option to purchase shares of Company Common Stock or other right to purchase Company Common Stock under any Company Stock Plan (each a “Company Option”) granted pursuant to the Company’s Amended and Restated 2004 Omnibus Long-Term Incentive Compensation Plan or any other plan or arrangement (collectively, the “Company Stock Plan”), whether vested or unvested, that is outstanding immediately prior to the extent it is outstanding and unexercised immediately prior theretoEffective Time, shall become fully vested not be assumed by Parent and automatically shall be terminated at the Effective Time and converted into the right of the holder thereof to receive, in full satisfaction of the Company’s obligations with respect to any such Company Option, as of the Effective Time and shall by virtue of the Mergers and without Time, an amount in cash (subject to any action on the part of any holder of any Company Option be automatically cancelled and the holder thereof will receive, as soon as reasonably practicable following the Effective Time a cash payment (without interestapplicable withholding Taxes) with respect thereto equal to the product of (ix) the excess, if any, of the Cash Merger Consideration over the applicable exercise price per share of such Company Option and (iiy) the number (determined without reference to vesting requirements or other limitations on exercisability) of shares of Company Common Stock issuable upon exercise of such Company Option (collectively, the “Option Consideration”). As For the avoidance of doubt, Parent and the Company acknowledge and agree that any Company Option that is outstanding immediately prior to the Effective Time and has an exercise price greater than the Merger Consideration shall expire upon the Effective Time without being converted into the right to receive any consideration in respect thereof. Notwithstanding the foregoing, the Company shall, as required by the terms of the Company Stock Plan, provide each holder of outstanding Company Options written notice of the Merger a reasonable period of time prior to the Effective Time, all Company Options, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each Time in order that any holder of a Company Option shall cease has a reasonable period of time in which to have any rights with respect thereto, except the right to receive the Option Consideration; provided that, if the exercise price of any in full all such Company Option is equal or greater than the Cash Consideration, such Company Option shall be cancelled without any payment being made in respect thereof. The Option Consideration shall in all cases be paid in cash and shall not be subject Options prior to the proration contemplated by Section 2.3Effective Time. (b) As of At the Effective Time, each restricted stock unit share of Common Stock granted under any subject to vesting or other lapse restrictions (each, a “Company Restricted Share”) pursuant to the Company Stock Plan (each a “Company RSU”) which is outstanding immediately prior thereto to the Effective Time shall not be assumed by Parent and as such shall become fully vested as of the Effective Time. Each Company RSU that is not subject immediately prior to Section 409A of the Code shall by virtue of the Mergers and without any action on the part of any holder of any Company RSU be automatically cancelled, and the holder thereof will receive as soon as reasonably practicable following the Effective Time, a cash payment (without interest) with respect thereto equal to the product such that each such share of (i) the aggregate number of shares of Company Common Stock subject to such Company RSU and (ii) the Cash Consideration (collectively, the “RSU Consideration”). Each Company RSU that is subject to Section 409A of the Code shall vest as described in this Section 2.7(b) but will be settled in cash pursuant to the timing terms of the applicable award agreement and, therefore, the holder thereof will receive the RSU Consideration at the time prescribed by the applicable award agreement. As of the Effective Time, all Company RSUs that are not subject to Section 409A of the Code and which are outstanding immediately prior thereto, whether or not vested, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSU shall cease to have any rights with respect thereto, except the right to receive the RSU Consideration. As of the Effective Time, all Company RSUs that are subject to Section 409A of the Code and which are outstanding immediately prior thereto shall be fully vested as set forth above and shall remain outstanding to the extent provided in the applicable award agreement until such time as the RSU Consideration is distributed to the holder thereof. The RSU Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.3. (c) As of the Effective Time, each restricted stock award granted under any Company Stock Plan (each a “Company RSA”, and together with the Company Options and the Company RSUs, the “Company Equity Awards”)) which is outstanding and unvested immediately prior thereto shall become fully vested as of the Effective Time and shall by virtue of the Mergers and without any action on the part of any holder of any Company RSA be automatically cancelled and the holder thereof will receive as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (i) the aggregate number of shares of Company Common Stock represented by such Company RSA and (ii) the Cash Consideration (collectively, the “RSA Consideration”, and, together otherwise treated in accordance with the Option Consideration and the RSU Consideration, the “Equity Award Consideration”). As provisions of the Effective Time, all unvested Company RSAs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSA shall cease to have any rights with respect thereto, except the right to receive the RSA Consideration. The RSA Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 2.32.1 above. (d) Amounts payable pursuant to this Section 2.7 shall be reduced by such amounts as the Exchange Agent, the Surviving Company or Parent is required to deduct and withhold pursuant to Section 3.7. At the direction of Parent, payment of any cash amounts to be paid pursuant to this Section 2.7 may be made through the Company’s (or the Surviving Company’s) payroll, in which case, Parent shall wire transfer immediately available funds to an account in the United States pursuant to wire transfer instructions furnished by the Company no later than three (3) business days prior to the Closing Date, and the Company shall promptly after Closing make the appropriate payments of the Equity Consideration through its payroll system.