Treatment of Outstanding. DSS Options Held by Transferred -------------------------------------------------------- Employees. At the Effective Time (i) Transferred Employees holding Outstanding --------- DSS Options vested as of such date shall have the post-termination exercise period as set forth in relevant provisions of the applicable stock option agreement to exercise such vested Outstanding DSS Options after which such vested Outstanding DSS Options shall terminate and be without further force and effect; and (ii) Outstanding DSS Options that are unvested as of such date shall be converted into shares of DSS restricted stock with a per share purchase price equal to par value (the "Converted DSS Restricted Stock"). The conversion formula for the Converted DSS Restricted Stock shall be determined by Parent, but shall confer an economic value at least equal to the option spread at the time of conversion. The Converted DSS Restricted Stock shall vest as to fifty percent (50%) of the shares upon the earlier of (i) three (3) months following the Effective Time, subject to the optionee's continued employment or consulting relationship with the Company or its affiliates through such vesting date; or (ii) upon the optionee's involuntary termination other than for Cause, death or Disability or upon his or her voluntary termination for Good Reason, as such terms are defined in the applicable restricted stock agreement. The remaining fifty percent (50%) of the Converted DSS Restricted Stock shall vest ratably each month over the succeeding nine (9) month period, subject to the optionee's continued employment or consulting relationship with the Company or its affiliates through such monthly vesting dates, so as to be 100% vested one (1) year following the Effective Time.
Treatment of Outstanding. Entergy Restricted Stock Units 43 Section 7.4 Treatment of Outstanding Entergy Performance Units 44 Section 7.5 Cooperation 45 Section 7.6 SEC Registration 46 Section 7.7 Savings Clause 46 ARTICLE VIII ADDITIONAL COMPENSATION MATTERS 46 Section 8.1 Workers’ Compensation Liabilities 46 Section 8.2 Code Sections 162(m)/409A 47 Section 8.3 Director Programs 47 Section 8.4 Certain Payroll, Annual Bonus and Relocation Payment Matters 48 Section 8.5 Nuclear Retention Plan 49 Section 8.6 Certain Insurance Arrangements 50 ARTICLE IX INDEMNIFICATION 50 Section 9.1 Indemnification by the Parties 50 Section 9.2 Procedures for Indemnification 50 Section 9.3 Indemnification Payments 52 Section 9.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts on a Net-Tax Basis 52 Section 9.5 Additional Matters; Survival of Indemnities 53 ARTICLE X GENERAL AND ADMINISTRATIVE 53 Section 10.1 Sharing of Information 53 Section 10.2 Reasonable Efforts/Cooperation 54 Section 10.3 Employer Rights 54 Section 10.4 Effect on Employment 54 Section 10.5 Consent of Third Parties 54 Section 10.6 Access to Employees 55 Section 10.7 Beneficiary Designation/Release of Information/Right to Reimbursement 55 ARTICLE XI MISCELLANEOUS 55 Section 11.1 Complete Agreement; Construction 55 Section 11.2 Relationship of Parties 55
Treatment of Outstanding. Equity Awards (RSUs & RSAs). Notwithstanding anything to the contrary in the terms of the applicable plans and award agreements, the unvested RSAs and RSUs as of the Retirement Date shall continue to vest and be delivered through the Good Leaver Period on the same schedule (which for purposes of clarity, generally means that the shares will be delivered in the calendar quarter following the vesting date, in accordance with the vesting schedule of the underlying award agreement) and terms as set forth in the applicable plans and award agreements as though you were still employed, subject to compliance with Section 409A of the Tax Code. Shares in respect of your Partner Equity Integration Grant and GCP Tail Stock shall be delivered according to the schedule and subject to the terms of the applicable award agreements. During the Good Leaver Doc#: US1:15604729v23 Execution Version Period, with respect to such outstanding equity awards, you shall continue to receive dividends and dividend equivalents in the ordinary course, as applicable.
