Common use of Treatment of Stock Plans Clause in Contracts

Treatment of Stock Plans. (a) At the Effective Time, each then-outstanding option (the “Options”) to purchase shares of the Company’s Common Stock under a Stock Plan not previously exercised, whether or not then vested and exercisable, will be converted into the right to receive, in settlement thereof, a cash payment equal to the product of (i) the excess, if any, of the per Share Merger Consideration over the exercise price per share of Common Stock subject to such Option and (ii) the number of shares of Common Stock subject to such Option; provided that any Option for which the per share exercise price exceeds the per Share Merger Consideration shall be canceled without any payment in respect thereof. (b) At the Effective Time, each holder of a restricted stock unit (a “RSU”) under a Stock Plan will be entitled to receive, in settlement thereof, for each share of the Company’s Common Stock subject to such RSU, a cash payment equal to the Merger Consideration. (c) All amounts payable pursuant to this Section 2.3 shall be subject to Section 2.2(f) and shall be paid without interest. (d) Prior to the Effective Time, the Company shall obtain any necessary consents or releases, if any, from the holders of Options and RSUs under the Stock Plans and take all such other lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, and including adopting any necessary actions or resolutions of the Company Board or, if appropriate, any committee administering the Stock Plans) to provide for and give effect to the transactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties, (i) the Stock Plans will terminate as of the Effective Time and (ii) the Company shall assure that following the Effective Time, no participant in any Stock Plan shall have any right under any such Stock Plan to acquire the capital stock of the Company or the Surviving Corporation. (e) Prior to the Effective Time, the Company shall cause the Transactions, and any other dispositions of equity interests of the Company (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Company Board or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, (B) the number of securities to be disposed of for each named person, and (C) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Act.

Treatment of Stock Plans. (a) At the Effective Time, each then-outstanding Each option (the “Options”) to purchase shares of the Company’s Company Common Stock granted under a Company Stock Plan not previously exercisedPlan, other than purchase rights granted under the Company Ownership Plan, that is outstanding immediately prior to the Acceptance Time (each a “Company Option”), whether or not then vested and exercisable, will shall become fully vested and exercisable upon the occurrence of the Acceptance Time. With respect to such Company Options: (i) each unexercised Company Option for which, as of the Effective Time, the Offer Price exceeds the exercise price per Share shall be converted into canceled at the right to receiveEffective Time and, in settlement thereofexchange therefor, a the Company shall pay to each former holder of such Company Option as soon as practicable, but in no event later than fifteen (15) Business Days following the Effective Time, an amount in cash payment (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i1) the excess, if any, of the per Share Merger Consideration over the exercise price per share of Common Stock subject to Share under such Company Option and (ii2) the number of shares of Company Common Stock subject to such Company Option; provided and (ii) each Company Option that any Option is outstanding immediately prior to the Effective Time for which which, as of the per share Effective Time, the Offer Price does not exceed the exercise price exceeds the per Share Merger Consideration shall be canceled cancelled at the Effective Time without any cash payment being made in respect thereof. (b) At Each share of Company Common Stock that, immediately prior to the Acceptance Time, is subject to forfeiture, vesting or other restrictions that was granted pursuant to any Company Stock Plan (a “Company Restricted Share”) shall become fully vested at the Acceptance Time (and subject to forfeiture or surrender to the Company, to the extent necessary to satisfy any Tax withholding) and, to the extent still outstanding at the Effective Time, shall be cancelled at the Effective Time (the “Canceled Restricted Awards”), and, in exchange therefor, the Company shall pay to each former holder of any such Canceled Restricted Awards, as soon as practicable but in no event later than fifteen (15) Business Days following the Effective Time, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (1) the Merger Consideration and (2) the number of shares of Company Common Stock subject to such Canceled Restricted Awards. (c) With respect to the Company Ownership Plan, after the date of this Agreement, (i) participation in the Company Ownership Plan shall be limited to those employees who are participants on the date of this Agreement, (ii) except to the extent necessary to maintain the status of the Company Ownership Plan as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of this Agreement, (iii) no contribution period shall be commenced after the date of this Agreement, (iv) the Company Ownership Plan shall terminate, effective upon the earlier of the first purchase date following the date of this Agreement or the last Business Day before the Acceptance Time, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the Company Ownership Plan) or termination of such purchase rights on such last Business Day (as provided for in the following clause (v)), as applicable, and (v) if the Company Ownership Plan remains in effect on the last Business Day before the Acceptance Time, each purchase right under the Company Ownership Plan outstanding on such day shall be terminated and the balance in each participant’s contribution account shall be paid to such participant in accordance with the terms of the Company Ownership Plan. (d) As soon as practicable following the date of this Agreement, but in any event prior to the Acceptance Time, the Company, the Board of Directors of the Company or the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary in accordance with applicable Law, and, as applicable, the Company Stock Plans, each agreement evidencing a grant of Company Options (each, a “Company Option Agreement”) and each agreement evidencing a grant of Company Restricted Shares (each, a “Company Restricted Share Agreement”) (including obtaining necessary consents) to (i) effectuate the provisions of this Section 2.13 and (ii) terminate, upon the Effective Time, each holder of a restricted stock unit (a “RSU”) under a Company Stock Plan will be entitled to receivePlan, in settlement thereofeach Company Option Agreement and each Company Restricted Share Agreement, for each share of the Company’s Common Stock subject to such RSU, a cash payment equal to the Merger Consideration. (c) All amounts payable pursuant to this Section 2.3 shall be subject to Section 2.2(f) and shall be paid without interest. (d) Prior to the Effective Time, the Company shall obtain any necessary consents or releases, if any, from the holders of Options and RSUs under the Stock Plans and take all such other lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, and including adopting any necessary actions or resolutions of the Company Board or, if appropriate, any committee administering the Stock Plans) to provide for and give effect to the transactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties, (i) the Stock Plans will terminate as of that at the Effective Time and (ii) upon the Company shall assure that following the Effective Timepayments contemplated hereunder, no participant in any Stock Plan Person shall have any right under to purchase or receive any such Stock Plan to acquire the capital stock equity or payment interest, or right convertible into or exercisable for any equity or payment interest or exit payment from or of the Company or the Surviving Corporation. ; provided, however, that, notwithstanding the foregoing clause (e) Prior to the Effective Timeii), the Company Ownership Plan shall cause the Transactions, and any other dispositions of equity interests of the Company (including derivative securitiesbe terminated pursuant to Section 2.13(c) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Company Board or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, (B) the number of securities to be disposed of for each named person, and (C) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Actabove.

Treatment of Stock Plans. (a) At the Effective Time, Time each holder of a then-outstanding option (the “Options”) to purchase shares of Shares under the Company’s Common Stock under a Stock Plan not previously exercised, whether or not then vested and exercisable, Plans will be converted into the right entitled to receive, in settlement thereof, for each Share subject to such Option, a cash payment equal to the product of (i) the excess, if any, of the per Share sum of (x) the Merger Consideration plus (y) any cash dividends declared by the Company in accordance with Section 5.1 (such dividends together with the Merger Consideration, the “Equity Consideration”) (or, if greater in the case of the Company’s 1988 Incentive Equity Performance Plan, the “Change in Control Price,” as defined therein) over the per share exercise price per share of Common Stock subject to such Option the Options and (ii) the number of shares of Common Stock Shares subject to such Option; provided that any Option for which the per share exercise price exceeds the per Share Merger Consideration shall be canceled without any payment in respect thereofholder’s Options not previously exercised, whether or not then vested and exercisable. (b) At the Effective Time, each holder of a restricted then-outstanding stock unit appreciation right (a “RSU"SAR”) with respect to Shares under a the Stock Plan Plans will be entitled to receive, in settlement thereof, for each share of the Company’s Common Stock Share subject to such RSU, SAR a cash payment equal to the Merger Considerationproduct of (i) the excess, if any, of the Equity Consideration over the base price per Share under the SAR and (ii) the number of Shares subject to such holders’ SARs not previously exercised, whether or not then vested and exercisable. (c) Each outstanding unvested restricted share issued pursuant to a Stock Plan (each, a "Restricted Share”) shall, at the Effective Time, be vested and no longer subject to restrictions and will be canceled and be converted into, and become the right to receive, the Merger Consideration, which shall be payable in accordance with Section 2.1(a). (d) All amounts payable pursuant to this Section 2.3 shall be subject to Section 2.2(f) any required withholding of federal, state, local or foreign taxes and shall be paid without interest. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the applicable Options, SARs or Restricted Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (de) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any all necessary consents or releases, if any, releases from the holders of Options Options, SARs and RSUs Restricted Shares under the Stock Plans and take all such other lawful action as may be necessary (which include include, but are not limited to, satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, and including adopting without incurring any necessary actions or resolutions of the Company Board or, if appropriate, any committee administering the Stock Plansliability in connection therewith) to provide for and give effect to the transactions contemplated by this Section 2.3; provided, that notwithstanding any other provision of this Section 2.3, payment may be withheld in respect of any Option, SAR or Restricted Share until such necessary consents are obtained. Except as otherwise agreed to in writing by the parties, (i) the Stock Plans will terminate as of the Effective Time and (ii) the Company shall use its reasonable best efforts to assure that following the Effective Time, no participant in any the Stock Plan Plans shall have any right under any such the Stock Plan Plans to acquire the capital stock of the Company or the Surviving Corporation. (ef) Prior to the Effective Time, the Company shall use its reasonable best efforts to cause the Transactions, and any other dispositions of equity interests of the Company (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Board of Directors of the Company Board (the “Company Board”) or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, (B) the number of securities to be disposed of for each named person, and (C) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Act.

Treatment of Stock Plans. (a) At the Effective Time, each then-outstanding and unexercised option (the “Options”) to purchase shares of the Company’s Common Stock under a Stock Plan not previously exercisedPlan, whether vested or not then vested unvested, shall be cancelled and exercisable, will be converted into the and shall become a right to receive, in settlement thereof, a cash payment payment, without interest, equal to the product of (i) the excess, if any, of the per Share Merger Consideration over the per share exercise price per share of Common Stock subject to such the Option and (ii) the number of shares of the Company’s Common Stock subject to such OptionOption not previously exercised, whether or not then vested and exercisable; provided that any Option Options for which the per share exercise price equals or exceeds the per Share Merger Consideration shall be canceled cancelled without any payment in respect thereofthereof (the “Option Consideration”). (b) At the Effective Time, each holder of a restricted stock unit (a “RSU”) under a Stock Plan will Plan, whether vested or unvested, shall be entitled cancelled and converted into the right to receive, in settlement thereof, for each share of the Company’s Common Stock subject to such RSU, a cash payment payment, without interest, equal to the Merger Consideration (the “RSU Consideration”). (c) At the Effective Time, each Company Stock-Based Award outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, become fully vested and no longer subject to any restrictions immediately prior to, and then shall be cancelled automatically at the Effective Time and shall thereafter represent, and shall be converted into, only the right to receive an amount of cash, without interest, equal to the product of (1) the Merger Consideration (or, if the Company Stock-Based Award provides for payments to the extent the value of the Shares exceeds a specified reference price, the amount, if any, by which the Merger Consideration exceeds such reference price) and (2) the number of Shares subject to such Company Stock-Based Award (the “Company Stock-Based Award Consideration”). (d) All amounts payable pursuant to this Section 2.3 shall be subject to Section 2.2(f) any required withholding of Taxes and shall be paid without interest. Parent will, or will cause the Surviving Corporation to, pay to holders of the Options, RSUs and the Company Stock-Based Awards the Option Consideration, the RSU Consideration or the Company Stock-Based Award Consideration, as applicable, as soon as practicable after the Effective Time and in any case no later than the second payroll of the Company which follows the Effective Time, unless required to be paid sooner by applicable Law. (de) Prior to the Effective Time, the Company shall obtain any all necessary consents or releases, if any, releases from the holders of Options Options, RSUs and RSUs all other Company Stock-Based Awards under the Stock Plans and take all such other lawful action as may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, and including adopting without incurring any necessary actions or resolutions of the Company Board or, if appropriate, any committee administering the Stock Plansliability in connection therewith) to provide for and give effect to the transactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties, (i) the Stock Plans will terminate as of the Effective Time Time, and (ii) the Company shall assure that following the Effective Time, no participant in any Stock Plan shall have any right under any such Stock Plan to acquire the capital stock of the Company or the Surviving Corporation. (e) Prior to the Effective Time, the Company shall cause the Transactions, and any other dispositions of equity interests of the Company (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Company Board or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, (B) the number of securities to be disposed of for each named person, and (C) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Act.

Treatment of Stock Plans. (a) At the Effective Time, Time each holder of a then-outstanding option (the “"Options”") to purchase shares of Shares under the Company’s Common Stock under a Stock Plan not previously exercised, whether or not then vested and exercisable, Plans will be converted into the right entitled to receive, in settlement thereof, for each Share subject to such Option, a cash payment equal to the product of (i) the excess, if any, of the per Share sum of (x) the Merger Consideration plus (y) any cash dividends declared by the Company in accordance with Section 5.1 (such dividends together with the Merger Consideration, the "Equity Consideration") (or, if greater in the case of the Company's 1988 Incentive Equity Performance Plan, the "Change in Control Price," as defined therein) over the per share exercise price per share of Common Stock subject to such Option the Options and (ii) the number of shares of Common Stock Shares subject to such Option; provided that any Option for which the per share exercise price exceeds the per Share Merger Consideration shall be canceled without any payment in respect thereofholder's Options not previously exercised, whether or not then vested and exercisable. (b) At the Effective Time, each holder of a restricted then-outstanding stock unit appreciation right (a “RSU”"SAR") with respect to Shares under a the Stock Plan Plans will be entitled to receive, in settlement thereof, for each share of the Company’s Common Stock Share subject to such RSU, SAR a cash payment equal to the Merger Considerationproduct of (i) the excess, if any, of the Equity Consideration over the base price per Share under the SAR and (ii) the number of Shares subject to such holders' SARs not previously exercised, whether or not then vested and exercisable. (c) Each outstanding unvested restricted share issued pursuant to a Stock Plan (each, a "Restricted Share") shall, at the Effective Time, be vested and no longer subject to restrictions and will be canceled and be converted into, and become the right to receive, the Merger Consideration, which shall be payable in accordance with Section 2.1(a). (d) All amounts payable pursuant to this Section 2.3 shall be subject to Section 2.2(f) any required withholding of federal, state, local or foreign taxes and shall be paid without interest. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the applicable Options, SARs or Restricted Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (de) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any all necessary consents or releases, if any, releases from the holders of Options Options, SARs and RSUs Restricted Shares under the Stock Plans and take all such other lawful action as may be necessary (which include include, but are not limited to, satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, and including adopting without incurring any necessary actions or resolutions of the Company Board or, if appropriate, any committee administering the Stock Plansliability in connection therewith) to provide for and give effect to the transactions contemplated by this Section 2.3; provided, that notwithstanding any other provision of this Section 2.3, payment may be withheld in respect of any Option, SAR or Restricted Share until such necessary consents are obtained. Except as otherwise agreed to in writing by the parties, (i) the Stock Plans will terminate as of the Effective Time and (ii) the Company shall use its reasonable best efforts to assure that following the Effective Time, no participant in any the Stock Plan Plans shall have any right under any such the Stock Plan Plans to acquire the capital stock of the Company or the Surviving Corporation. (ef) Prior to the Effective Time, the Company shall use its reasonable best efforts to cause the Transactions, and any other dispositions of equity interests of the Company (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Board of Directors of the Company Board (the "Company Board") or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, (B) the number of securities to be disposed of for each named person, and (C) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Act.