Common use of Unvested Awards Clause in Contracts

Unvested Awards. As of immediately prior to the Distribution Time, each Pluto Equity Award held by a Spinco Employee (including any Spinco Delayed Transfer Employee notwithstanding the delayed transfer) that is outstanding and unvested and that does not vest pursuant to Section 11.02(a) (or, in the case of a performance-based Pluto Equity Award, for which the applicable service requirement is not deemed satisfied), shall be forfeited (the “Forfeited Pluto Equity Awards”). Effective as of the Distribution Time, Spinco shall grant to each such Spinco Employee a number of restricted stock units pursuant to the Spinco Stock Plan equal to the value of each such Forfeited Pluto Equity Award (each such award, a “Spinco Make-Whole Award”) pursuant to the terms of the Spinco Stock Plan. For purposes of determining the value of (i) the Forfeited Pluto Equity Awards, the value of a Pluto Share shall be determined based on the average weighted trading price of a Pluto Share on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (ii) of this Section 11.02(b)) and (ii) the Spinco Make-Whole Awards, the value of a Spinco Share shall be determined based on the average weighted trading price of a Utah Ordinary Share on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (i) of this Section 11.02(b)). Each such Spinco Make-Whole Award generally shall be subject to the same terms and conditions as the Forfeited Pluto Equity Awards; provided that (i) the vesting dates of any Spinco Make-Whole Award shall be the same as the vesting dates of the corresponding Forfeited Pluto Equity Award and (ii) the Spinco Make-Whole Award shall vest in full upon a termination of the applicable Spinco Employee’s employment with the Spinco Group based on terms no less favorable than those set forth Section 4.1 of the Utah Disclosure Schedule to the Business Combination Agreement and with any defined terms to be defined on terms no less favorable than the definitions applicable to the equity awards of similarly situated employees of Utah. For purposes of this Section 11.02(b), the employment of a Spinco Delayed Transfer Employee with the Pluto Group or the Spinco Group following the Distribution Time shall be treated as employment with the Spinco Group.

Unvested Awards. As of immediately prior to the Distribution Timedate hereof, each Pluto Equity Award held by a Spinco Employee (including any Spinco Delayed Transfer Employee notwithstanding the delayed transfer) that is outstanding certain shares of restricted stock, performance compensation awards, stock options and unvested and that does not vest pursuant to Section 11.02(a) (or, SARs as set forth in the case of a performance-based Pluto Equity Award, for which the applicable service requirement is not deemed satisfied), shall be forfeited Exhibit A (the “Forfeited Pluto Equity Current Unvested Awards”)) are unvested. Effective as Notwithstanding any other provision to the contrary in the applicable award agreement or the Prior Agreement, the Current Unvested Awards shall continue to remain outstanding and vest in accordance with their original terms provided that you remain a director of the Distribution Time, Spinco shall grant to each such Spinco Employee a number of restricted stock units pursuant to the Spinco Stock Plan equal to the value of each such Forfeited Pluto Equity Award (each such award, a “Spinco Make-Whole Award”) pursuant to the terms of the Spinco Stock Plan. For purposes of determining the value of (i) the Forfeited Pluto Equity Awards, the value of a Pluto Share shall be determined based on the average weighted trading price of a Pluto Share on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (ii) of this Section 11.02(b)) and (ii) the Spinco Make-Whole Awards, the value of a Spinco Share shall be determined based on the average weighted trading price of a Utah Ordinary Share on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (i) of this Section 11.02(b)). Each such Spinco Make-Whole Award generally shall be subject to the same terms and conditions as the Forfeited Pluto Equity Awards; provided that (i) the vesting dates of any Spinco Make-Whole Award shall be the same as the vesting dates of the corresponding Forfeited Pluto Equity Award and (ii) the Spinco Make-Whole Award shall vest in full upon a termination of the applicable Spinco Employee’s employment with the Spinco Group based on terms no less favorable than those set forth Section 4.1 of the Utah Disclosure Schedule to the Business Combination Agreement and with any defined terms to be defined on terms no less favorable than the definitions applicable to the equity awards of similarly situated employees of UtahCompany. For purposes of this Agreement, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 11.02(b1.409A-1(d)). In the event that you remain a director of the Company as of October 23, 2009, with respect to any Equity Awards that remain unvested as of such date, (i) any Equity Awards that are subject to time-based vesting criteria shall become fully vested on such date, (ii) any Equity Awards that are subject to performance-based vesting criteria will continue to remain subject to the achievement of performance goals, as set forth or referred to in the applicable award agreement, provided that, in the event that a change of control (as defined in Paragraph 26.a of the Prior Agreement) occurs prior to the end of the applicable performance period, the employment vesting of such awards shall be determined in accordance with Paragraph 26.a of the Prior Agreement, (iii) all options, SARs and any similar equity-based awards will remain exercisable for the balance of the term of the applicable grant, and (iv) any restricted stock or performance compensation awards that are subject to performance-based vesting criteria (except as provided under Paragraph 26 of the Prior Agreement) will be settled on the seventieth (70th) day after the date that such awards become vested. In the event that you cease to be a Spinco Delayed Transfer Employee director prior to October 23, 2009 as a result of the failure to reelect or otherwise maintain you as a director of the Company or as a result of your death or disability, any then-unvested Equity Awards shall accelerate vesting (with respect to grants having performance-based criteria, on the Pluto Group basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the Spinco Group other terms and conditions of the grants, remain exercisable for the balance of the term of the applicable grant. In the event that you cease to be a director on or before October 23, 2009 for any other reason, (i) any then-unvested Equity Awards shall be immediately forfeited and cancelled and (ii) you shall have a period of 90 days following the Distribution Time Option Expiration Date to exercise any then-exercisable stock options or SARs. Any vested stock options or SARs that remain unexercised following the Option Expiration Date shall be treated as employment with the Spinco Groupforfeited and cancelled.

Unvested Awards. As of At the Effective Time, each Company Restricted Stock Unit Award and each Company Performance Stock Unit Award, in each case, that is outstanding immediately prior to the Distribution Time, each Pluto Equity Award held by a Spinco Employee (including any Spinco Delayed Transfer Employee notwithstanding the delayed transfer) that is outstanding and unvested Effective Time and that does not vest pursuant to upon the occurrence of the Effective Time by its terms and without any action by the Company (including as set forth in Section 11.02(a2.8(b)(i)) (orshall, in each case, be assumed by Parent and be converted into the case contingent right solely to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest, less applicable Tax withholdings (a performance-based Pluto Equity “Converted Stock Unit Cash Award, for which the applicable service requirement is not deemed satisfied”), shall be forfeited (the “Forfeited Pluto Equity Awards”). Effective as of the Distribution Time, Spinco shall grant to each such Spinco Employee a number of restricted stock units pursuant to the Spinco Stock Plan equal to the value product obtained by multiplying (A) the Per Share Price by (B) the number of each shares of Company Common Stock covered by such Forfeited Pluto Company Equity Award (each such award, a “Spinco Make-Whole Award”) pursuant immediately prior to the terms Effective Time (with the number of shares of Company Common Stock subject to any Company Performance Stock Unit Award determined assuming achievement of target-level performance). After giving effect to the accelerated vesting of November 2024 RSUs set forth in Section 2.8(b)(i) above, the vesting conditions applicable to the Converted Stock Unit Cash Awards converted from Company Restricted Stock Unit Awards shall be modified so that 50% of such Converted Stock Unit Cash Awards (on an individual-by-individual basis) shall vest on each of the Spinco first and second anniversaries of the Closing Date. The Converted Stock Plan. For purposes of determining the value of (i) the Forfeited Pluto Equity Awards, the value of a Pluto Share Unit Cash Award shall be determined based otherwise continue to vest on the average weighted trading price of a Pluto Share on same schedule and conditions as applied to the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof applicable Company Equity Award and shall be consistent with the period selected in clause (ii) of this Section 11.02(b)) and (ii) the Spinco Make-Whole Awards, the value of a Spinco Share shall be determined based on the average weighted trading price of a Utah Ordinary Share on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (i) of this Section 11.02(b)). Each such Spinco Make-Whole Award generally shall be otherwise remain subject to the same terms and conditions as applied to the Forfeited Pluto corresponding Company Equity AwardsAward, as applicable, immediately prior to the Effective Time, including any acceleration of vesting provisions and any performance-based vesting conditions (as may be adjusted or modified by Parent in connection with the Transactions), and including payment above target for performance above the target performance-level consistent with the terms of the applicable Company Equity Award, and such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Stock Unit Cash Award; provided provided, that, each Converted Stock Unit Cash Award that (iwas a Company Performance Stock Unit Award subject to relative TSR vesting conditions shall instead be subject to the treatment set forth in Section 2.8(b) of the vesting dates Company Disclosure Letter. Payment of any Spinco Make-Whole each portion of a Converted Stock Unit Cash Award shall be the same made as the vesting dates of the corresponding Forfeited Pluto Equity Award and (ii) the Spinco Make-Whole Award shall vest in full upon a termination of promptly as practicable following the applicable Spinco Employee’s employment with the Spinco Group based on terms vesting date, but in no less favorable than those set forth Section 4.1 of the Utah Disclosure Schedule to the Business Combination Agreement and with any defined terms to be defined on terms no less favorable event later than the definitions applicable to the equity awards of similarly situated employees of Utah. For purposes of this Section 11.02(b), the employment of a Spinco Delayed Transfer Employee with the Pluto Group or the Spinco Group following the Distribution Time shall be treated as employment with the Spinco Groupfirst payroll date commencing after such vesting date.

Unvested Awards. As of immediately prior to the Distribution Time, each Pluto Equity Award and Pluto Cash Award held by a Spinco Employee (including other than any Spinco Delayed Transfer Employee notwithstanding the delayed transferEmployee) that is outstanding and unvested and that does not vest pursuant to Section 11.02(a) (or, in the case of a performance-based Pluto Equity Award or Pluto Cash Award, for which the applicable service requirement is not deemed satisfied), shall be forfeited (the “Forfeited Pluto Equity Awards” and “Forfeited Pluto Cash Awards”). Effective as of the Distribution Time, Spinco shall grant to each such Spinco Employee a number of restricted stock units pursuant to the Spinco Stock Plan equal to the value of each such Forfeited Pluto Equity Award and Forfeited Pluto Cash Award (each such award, a “Spinco Make-Whole Award”) pursuant to the terms of the Spinco Stock Plan. For purposes of determining the value of (i) the Forfeited Pluto Equity Awards, the value of a Pluto Share shall be determined based on the average weighted trading closing price of a Pluto Share at the end of the regular trading session on the principal market for Pluto Shares on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (ii) of this Section 11.02(b)) and (ii) the Spinco Make-Whole Awards, the value of a Spinco Share shall be determined based on the average weighted trading closing price of a Utah Ordinary Share at the end of the regular trading session on the principal market for Utah Shares on the Determination Date (or an average over a longer period ending on the Determination Date as determined by Pluto, provided that the averaging period shall be selected in advance of commencement thereof and shall be consistent with the period selected in clause (i) of this Section 11.02(b))Date. Each such Spinco Make-Whole Award generally shall be subject to the same terms and conditions as the Forfeited Pluto Equity Awards and Forfeited Pluto Cash Awards; provided that (i) the vesting dates of any Spinco Make-Whole Award shall be the same as the vesting dates of the corresponding Forfeited Pluto Equity Award or Forfeited Pluto Cash Award, as applicable and (ii) the Spinco Make-Whole Award shall vest in full upon a termination of the applicable Spinco Employee’s employment with the Spinco Group based on terms no less favorable than those set forth Section 4.1 of the Utah Disclosure Schedule to the Business Combination Agreement and with any defined terms to be defined on terms no less favorable than the definitions applicable to the equity awards of similarly situated employees of Utah. For Notwithstanding the foregoing, for purposes of this Section 11.02(b)11.02, with respect to each Spinco Delayed Transfer Employee, references to the employment Distribution Time (other than for purposes of a adjustments to preserve the value of such awards as of immediately prior to and immediately following the Distribution Time) shall mean the Spinco Delayed Transfer Employee Transfer Date, and any Liability related to any Pluto Equity Award and Pluto Cash Award held by or granted to such Spinco Delayed Transfer Employee during the Spinco Delayed Employment Period shall be considered a Spinco Liability and be treated in accordance with Section 4.01(d) and the NEB Agreement; provided that if, pursuant to the NEB Agreement or other agreements between the Parties, the Spinco Group bears any Liabilities contemplated by this sentence, the Spinco Group shall not be required to provide duplicative reimbursement of, or otherwise compensate the Pluto Group or the Spinco Group following the Distribution Time shall be treated as employment with the Spinco Groupfor, such Liabilities.