Common use of Xxxxxxx Options and Stock Appreciation Rights Clause in Contracts

Xxxxxxx Options and Stock Appreciation Rights. Each Dover Option and Dover Stock Appreciation Right that is outstanding immediately prior to the Effective Time and that is held by a Xxxxxxx Employee shall, as of the Effective Time, be cancelled and immediately replaced with a Xxxxxxx Option or a Xxxxxxx Stock Appreciation Right (as applicable) as follows: (i) The number of shares of Xxxxxxx Common Stock subject to each Xxxxxxx Option and each Xxxxxxx Stock Appreciation Right shall be equal to the product (rounded down to the nearest whole share on an aggregated basis) of (A) the number of shares of Dover Common Stock subject to the corresponding Dover Option or Dover Stock Appreciation Right immediately prior to the Effective Time and (B) a fraction, the numerator of which is the Pre-Distribution Price of a share of Dover Common Stock and the denominator of which is the Post-Distribution Price of a share of Xxxxxxx Common Stock (such fraction, the “Xxxxxxx Ratio”). (ii) The exercise price per share for each Xxxxxxx Option and base price per share for each Xxxxxxx Stock Appreciation Right shall be equal to (rounded up to the nearest whole cent) (A) the exercise price or base price (as the case may be) of the corresponding Dover Option or Dover Stock Appreciation Right immediately prior to the Effective Time divided by (B) the Xxxxxxx Ratio. (iii) Each Xxxxxxx Option and Xxxxxxx Stock Appreciation Right shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Effective Time for the corresponding Dover Option and Dover Stock Appreciation Right. With respect to each Xxxxxxx Option and Xxxxxxx Stock Appreciation Right, Xxxxxxx shall give each Xxxxxxx Employee full service credit for such Xxxxxxx Employee’s service with either Party or any of its respective Subsidiaries or Affiliates prior to the Effective Time to the same extent such service was recognized with respect to the corresponding Dover Option or Dover Stock Appreciation Right immediately prior to the Effective Time.

Xxxxxxx Options and Stock Appreciation Rights. Each Dover Option and Dover Stock Appreciation Right that is outstanding immediately prior to the Effective Time and that is held by a Xxxxxxx Employee shall, as of the Effective Time, be cancelled and immediately replaced with a Xxxxxxx Option or a Xxxxxxx Stock Appreciation Right (as applicable) as follows: (i) The number of shares of Xxxxxxx Common Stock subject to each Xxxxxxx Option and each Xxxxxxx Stock Appreciation Right shall be equal to the product (rounded down to the nearest whole share on an aggregated basis) of (A) the number of shares of Dover Common Stock subject to the corresponding Dover Option or Dover Stock Appreciation Right immediately prior to the Effective Time and (B) a fraction, the numerator of which is the Pre-Distribution Price of a share of Dover Common Stock and the denominator of which is the Post-Distribution Price of a share of Xxxxxxx Common Stock (such fraction, the “Xxxxxxx Ratio”). (ii) The exercise price per share for each Xxxxxxx Option and base price per share for each Xxxxxxx Stock Appreciation Right shall be equal to (rounded up to the nearest whole cent) (A) the exercise price or base price (as the case may be) of the corresponding Dover Option or Dover Stock Appreciation Right immediately prior to the Effective Time divided by (B) the Xxxxxxx Ratio. (iii) Each Xxxxxxx Option and Xxxxxxx Stock Appreciation Right shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Effective Time for the corresponding Dover Option and Dover Stock Appreciation Right. With respect to each Xxxxxxx Option and Xxxxxxx Stock Appreciation Right, Xxxxxxx shall give each Xxxxxxx Employee full service credit for such Xxxxxxx Employee’s 's service with either Party or any of its respective Subsidiaries or Affiliates prior to the Effective Time to the same extent such service was recognized with respect to the corresponding Dover Option or Dover Stock Appreciation Right immediately prior to the Effective Time.