Common use of Equity Arrangements Clause in Contracts

Equity Arrangements. (i) Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into shares of common stock of Parent pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into shares of common stock of Parent pursuant to the Merger Agreement; PROVIDED that if Executive determines that such vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance), subject to conversion into shares of common stock of Parent pursuant to the Merger Agreement, will no longer be subject to vesting on the basis of performance but will vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate.

Equity Arrangements. a. In connection with the Merger, Executive shall (i) participate in the equity compensation program established by HCA effective as of the Closing, pursuant to which, on the Closing, Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans receive a grant of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available options to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase shares of common stock of Parent HCA (with an exercise price of $51.00 per share) pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common a stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares incentive plan to be converted into adopted by HCA (the “New Options”, and any shares of common stock acquired upon exercise of Parent such New Options, “Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the option grant and stock incentive plan, the “Equity Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time Options, as defined and discussed below in Section 6(b)) will cover approximately 0.013125 times 10% of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on the Closing Date being the “Option Pool”). b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of the 2x Time Options to one or more of J▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, R. M▇▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇, W. P▇▇▇ ▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and C▇▇▇▇▇▇ ▇▇▇▇ (the “Tier 1 Executives”). The individual allocations will be based upon each executive’s contribution to HCA and the Company between the Closing and the date of grant as determined by the Board in consultation with the Chief Executive Officer (provided that the fact that J▇▇▇ ▇▇▇▇▇▇▇▇ may have retired prior to the grant date will not be held against him in making such allocation and shall not preclude him from receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on the date of grant, such percentage corresponding to the percentage of the period measured between the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant date. The 2x Time Options will otherwise vest pursuant to the Merger Agreement; PROVIDED that if Executive determines that such schedule generally used in connection with HCA’s other time-vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance)options, subject to conversion continued employment (or special provisions governing retirement as may be mutually agreed to by an Executive and the Company or HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to take into shares account any share splits, extraordinary cash dividends, or other adjustment events under Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good faith attempt to time the grant of the 2x Time Options relatively near in time to but before the earlier of (i) a “Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at which the Board in its good faith judgment, believes that it is likely that the fair market value per share of HCA common stock will soon thereafter exceed the proposed exercise price of Parent pursuant the 2x Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting options that the Executive is granted in connection with the Closing. If an executive’s employment is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are repurchased) would be re-issued to the Merger Agreement, will no longer be subject other then-remaining Tier 1 Executives or the person who is chosen to vesting on replace the basis of performance but will vest, subject to forfeiting Tier 1 Executive's continued employment . c. In connection with the Parentforegoing, Executive hereby acknowledges his or her commitment to invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement between the Executive and the Company, in equal 1/3 portions on each of an amount as described under the firstsub-heading “Equity Roll Over Commitments” in HCA’s definitive proxy statement filed October 17, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate2006.

Equity Arrangements. a. In connection with the Merger, Executive shall (i) participate in the equity compensation program established by HCA effective as of the Closing, pursuant to which, on the Closing, Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans receive a grant of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available options to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase shares of common stock of Parent HCA (with an exercise price of $51.00 per share) pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common a stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares incentive plan to be converted into adopted by HCA (the “New Options”, and any shares of common stock acquired upon exercise of Parent such New Options, “Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the option grant and stock incentive plan, the “Equity Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time Options, as defined and discussed below in Section 6(b)) will cover approximately 0.0328125 times 10% of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on the Closing Date being the “Option Pool”). b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of the 2x Time Options to one or more of J▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, R. M▇▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇, W. P▇▇▇ ▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and C▇▇▇▇▇▇ ▇▇▇▇ (the “Tier 1 Executives”). The individual allocations will be based upon each executive’s contribution to HCA and the Company between the Closing and the date of grant as determined by the Board in consultation with the Chief Executive Officer (provided that the fact that J▇▇▇ ▇▇▇▇▇▇▇▇ may have retired prior to the grant date will not be held against him in making such allocation and shall not preclude him from receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on the date of grant, such percentage corresponding to the percentage of the period measured between the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant date. The 2x Time Options will otherwise vest pursuant to the Merger Agreement; PROVIDED that if Executive determines that such schedule generally used in connection with HCA’s other time-vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance)options, subject to conversion continued employment (or special provisions governing retirement as may be mutually agreed to by an Executive and the Company or HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to take into shares account any share splits, extraordinary cash dividends, or other adjustment events under Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good faith attempt to time the grant of the 2x Time Options relatively near in time to but before the earlier of (i) a “Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at which the Board in its good faith judgment, believes that it is likely that the fair market value per share of HCA common stock will soon thereafter exceed the proposed exercise price of Parent pursuant the 2x Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting options that the Executive is granted in connection with the Closing. If an executive’s employment is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are repurchased) would be re-issued to the Merger Agreement, will no longer be subject other then-remaining Tier 1 Executives or the person who is chosen to vesting on replace the basis of performance but will vest, subject to forfeiting Tier 1 Executive's continued employment . c. In connection with the Parentforegoing, Executive hereby acknowledges his or her commitment to invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement between the Executive and the Company, in equal 1/3 portions on each of an amount as described under the firstsub-heading “Equity Roll Over Commitments” in HCA’s definitive proxy statement filed October 17, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate2006.

Equity Arrangements. a. In connection with the Merger, Executive shall (i) participate in the equity compensation program established by HCA effective as of the Closing, pursuant to which, on the Closing, Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans receive a grant of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available options to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase shares of common stock of Parent HCA (with an exercise price of $51.00 per share) pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common a stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares incentive plan to be converted into adopted by HCA (the “New Options”, and any shares of common stock acquired upon exercise of Parent such New Options, “Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the option grant and stock incentive plan, the “Equity Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time Options, as defined and discussed below in Section 6(b)) will cover approximately 0.0234375 times 10% of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on the Closing Date being the “Option Pool”). b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of the 2x Time Options to one or more of J▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, R. M▇▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇, W. P▇▇▇ ▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and C▇▇▇▇▇▇ ▇▇▇▇ (the “Tier 1 Executives”). The individual allocations will be based upon each executive’s contribution to HCA and the Company between the Closing and the date of grant as determined by the Board in consultation with the Chief Executive Officer (provided that the fact that J▇▇▇ ▇▇▇▇▇▇▇▇ may have retired prior to the grant date will not be held against him in making such allocation and shall not preclude him from receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on the date of grant, such percentage corresponding to the percentage of the period measured between the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant date. The 2x Time Options will otherwise vest pursuant to the Merger Agreement; PROVIDED that if Executive determines that such schedule generally used in connection with HCA’s other time-vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance)options, subject to conversion continued employment (or special provisions governing retirement as may be mutually agreed to by an Executive and the Company or HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to take into shares account any share splits, extraordinary cash dividends, or other adjustment events under Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good faith attempt to time the grant of the 2x Time Options relatively near in time to but before the earlier of (i) a “Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at which the Board in its good faith judgment, believes that it is likely that the fair market value per share of HCA common stock will soon thereafter exceed the proposed exercise price of Parent pursuant the 2x Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting options that the Executive is granted in connection with the Closing. If an executive’s employment is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are repurchased) would be re-issued to the Merger Agreement, will no longer be subject other then-remaining Tier 1 Executives or the person who is chosen to vesting on replace the basis of performance but will vest, subject to forfeiting Tier 1 Executive's continued employment . c. In connection with the Parentforegoing, Executive hereby acknowledges his or her commitment to invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement between the Executive and the Company, in equal 1/3 portions on each of an amount as described under the firstsub-heading “Equity Roll Over Commitments” in HCA’s definitive proxy statement filed October 17, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate2006.

Equity Arrangements. a. In connection with the Merger, Executive shall (i) participate in the equity compensation program established by HCA effective as of the Closing, pursuant to which, on the Closing, Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans receive a grant of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available options to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase shares of common stock of Parent HCA (with an exercise price of $51.00 per share) pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common a stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares incentive plan to be converted into adopted by HCA (the “New Options”, and any shares of common stock acquired upon exercise of Parent such New Options, “Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the option grant and stock incentive plan, the “Equity Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time Options, as defined and discussed below in Section 6(b)) will cover approximately 0.01500 times 10% of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on the Closing Date being the “Option Pool”). b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of the 2x Time Options to one or more of J▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, R. M▇▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇, W. P▇▇▇ ▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and C▇▇▇▇▇▇ ▇▇▇▇ (the “Tier 1 Executives”). The individual allocations will be based upon each executive’s contribution to HCA and the Company between the Closing and the date of grant as determined by the Board in consultation with the Chief Executive Officer (provided that the fact that J▇▇▇ ▇▇▇▇▇▇▇▇ may have retired prior to the grant date will not be held against him in making such allocation and shall not preclude him from receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on the date of grant, such percentage corresponding to the percentage of the period measured between the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant date. The 2x Time Options will otherwise vest pursuant to the Merger Agreement; PROVIDED that if Executive determines that such schedule generally used in connection with HCA’s other time-vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance)options, subject to conversion continued employment (or special provisions governing retirement as may be mutually agreed to by an Executive and the Company or HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to take into shares account any share splits, extraordinary cash dividends, or other adjustment events under Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good faith attempt to time the grant of the 2x Time Options relatively near in time to but before the earlier of (i) a “Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at which the Board in its good faith judgment, believes that it is likely that the fair market value per share of HCA common stock will soon thereafter exceed the proposed exercise price of Parent pursuant the 2x Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting options that the Executive is granted in connection with the Closing. If an executive’s employment is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are repurchased) would be re-issued to the Merger Agreement, will no longer be subject other then-remaining Tier 1 Executives or the person who is chosen to vesting on replace the basis of performance but will vest, subject to forfeiting Tier 1 Executive's continued employment . c. In connection with the Parentforegoing, Executive hereby acknowledges his or her commitment to invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement between the Executive and the Company, in equal 1/3 portions on each of an amount as described under the firstsub-heading “Equity Roll Over Commitments” in HCA’s definitive proxy statement filed October 17, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate2006.

Equity Arrangements. a. In connection with the Merger, Executive shall (i) participate in the equity compensation program established by HCA effective as of the Closing, pursuant to which, on the Closing, Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans receive a grant of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available options to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase shares of common stock of Parent HCA (with an exercise price of $51.00 per share) pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common a stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares incentive plan to be converted into adopted by HCA (the “New Options”, and any shares of common stock acquired upon exercise of Parent such New Options, “Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the option grant and stock incentive plan, the “Equity Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time Options, as defined and discussed below in Section 6(b)) will cover approximately 0.0375 times 10% of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on the Closing Date being the “Option Pool”). b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of the 2x Time Options to one or more of J▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇, R. M▇▇▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇, W. P▇▇▇ ▇▇▇▇▇▇▇▇, B▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and C▇▇▇▇▇▇ ▇▇▇▇ (the “Tier 1 Executives”). The individual allocations will be based upon each executive’s contribution to HCA and the Company between the Closing and the date of grant as determined by the Board in consultation with the Chief Executive Officer (provided that the fact that J▇▇▇ ▇▇▇▇▇▇▇▇ may have retired prior to the grant date will not be held against him in making such allocation and shall not preclude him from receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on the date of grant, such percentage corresponding to the percentage of the period measured between the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant date. The 2x Time Options will otherwise vest pursuant to the Merger Agreement; PROVIDED that if Executive determines that such schedule generally used in connection with HCA’s other time-vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance)options, subject to conversion continued employment (or special provisions governing retirement as may be mutually agreed to by an Executive and the Company or HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to take into shares account any share splits, extraordinary cash dividends, or other adjustment events under Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good faith attempt to time the grant of the 2x Time Options relatively near in time to but before the earlier of (i) a “Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at which the Board in its good faith judgment, believes that it is likely that the fair market value per share of HCA common stock will soon thereafter exceed the proposed exercise price of Parent pursuant the 2x Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting options that the Executive is granted in connection with the Closing. If an executive’s employment is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are repurchased) would be re-issued to the Merger Agreement, will no longer be subject other then-remaining Tier 1 Executives or the person who is chosen to vesting on replace the basis of performance but will vest, subject to forfeiting Tier 1 Executive's continued employment . c. In connection with the Parentforegoing, Executive hereby acknowledges his or her commitment to invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement between the Executive and the Company, in equal 1/3 portions on each of an amount as described under the firstsub-heading “Equity Roll Over Commitments” in HCA’s definitive proxy statement filed October 17, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate2006.

Equity Arrangements. a. In connection with the Merger, Executive shall (i) participate in the equity compensation program established by HCA effective as of the Closing, pursuant to which, on the Closing, Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans receive a grant of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available options to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase shares of common stock of Parent HCA (with an exercise price of $51.00 per share) pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common a stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares incentive plan to be converted into adopted by HCA (the “New Options”, and any shares of common stock acquired upon exercise of Parent such New Options, “Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the option grant and stock incentive plan, the “Equity Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time Options, as defined and discussed below in Section 6(b)) will cover approximately 0.013125 times 10% of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on the Closing Date being the “Option Pool”). b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of the 2x Time Options to one or more of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, W. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇ (the “Tier 1 Executives”). The individual allocations will be based upon each executive’s contribution to HCA and the Company between the Closing and the date of grant as determined by the Board in consultation with the Chief Executive Officer (provided that the fact that ▇▇▇▇ ▇▇▇▇▇▇▇▇ may have retired prior to the grant date will not be held against him in making such allocation and shall not preclude him from receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on the date of grant, such percentage corresponding to the percentage of the period measured between the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant date. The 2x Time Options will otherwise vest pursuant to the Merger Agreement; PROVIDED that if Executive determines that such schedule generally used in connection with HCA’s other time-vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance)options, subject to conversion continued employment (or special provisions governing retirement as may be mutually agreed to by an Executive and the Company or HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to take into shares account any share splits, extraordinary cash dividends, or other adjustment events under Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good faith attempt to time the grant of the 2x Time Options relatively near in time to but before the earlier of (i) a “Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at which the Board in its good faith judgment, believes that it is likely that the fair market value per share of HCA common stock will soon thereafter exceed the proposed exercise price of Parent pursuant the 2x Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting options that the Executive is granted in connection with the Closing. If an executive’s employment is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are repurchased) would be re-issued to the Merger Agreement, will no longer be subject other then-remaining Tier 1 Executives or the person who is chosen to vesting on replace the basis of performance but will vest, subject to forfeiting Tier 1 Executive's continued employment . c. In connection with the Parentforegoing, Executive hereby acknowledges his or her commitment to invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement between the Executive and the Company, in equal 1/3 portions on each of an amount as described under the firstsub-heading “Equity Roll Over Commitments” in HCA’s definitive proxy statement filed October 17, second and third anniversaries of the Effective Date; and (3) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 of the Merger Agreement, shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relate2006.

Equity Arrangements. (i) Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's will be granted a non-statutory stock and performance incentive plans (or such plans option to purchase 2,166,667 shares of the Parent's affiliates maintained for Company’s common stock (the benefit of other officers of Parent“Option”) on pursuant to the same basis as is made available to other executives terms of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Company’s 2006 Stock Incentive Plan (the "DC Incentive “Plan"”) in connection with DC's initial public offering which and the form of stock option award agreement (the “Stock Option Agreement”) approved by the Board for use under the Plan. The Option shall have a per share exercise price of $4.00. The Option will not have vested prior vest as to twenty percent (20%) of the total number of shares subject to the Effective Date shall Option on the twelve (12) month anniversary of the Closing Date, and as to five percent (5%) of the total number of shares subject to the Option at the end of each full three (3) month period thereafter, so that the award will be deemed fully vested immediately prior to on the Effective Date, such shares to be converted into shares of common stock of Parent pursuant to the Merger Agreement. (iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into shares of common stock of Parent pursuant to the Merger Agreement; PROVIDED that if Executive determines that such vesting would result in the imposition of any excise tax on Executive under Section 4999 fifth anniversary of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance), subject to conversion into shares of common stock of Parent pursuant to the Merger Agreement, will no longer be subject to vesting on the basis of performance but will vestClosing Date, subject to Executive's continued ’s continuous employment with during that time. In the Parentevent of a consummation of a “Change of Control” (as defined below), all unvested Options that were not previously cancelled will accelerate and become immediately vested and exercisable. For the purposes of this Agreement, the term “Change of Control” shall mean (i) the sale or disposition, in equal 1/3 portions on each one or a series of related transactions, of all or substantially all of the first, second and third anniversaries assets of the Effective Date; and Company to any “person” or “group” (3as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than the “Initial Investors” (as defined below) or affiliates of the Initial Investors, or (ii) (A) any person or group, other than the Initial Investors or affiliates of the Initial Investors, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise and (B) the remaining 293,150 shares of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, shall be converted into shares of common stock of Parent pursuant to the Merger Agreement and shall be earned upon the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 Initial Investors or affiliates of the Merger Initial Investors cease to control the Board. For the purposes of this Agreement, “Initial Investors” shall not exceed $2.58 per share for fiscal year 1997 mean H▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ Capital Partners V, L.P. and $2.79 per share for fiscal year 1998its affiliated funds, (the "FFO Targets")T▇▇▇▇ ▇▇▇▇▇▇▇ Fund VII, calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earnedL.P. and its affiliated funds, such shares shall vestand JMI Equity Fund IV, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relateL.P. and its affiliated funds.

Equity Arrangements. (i) a. Initial Equity Awards. Effective as of the Commencement Date, Executive shall participate during each calendar year during be awarded an initial one-time grant (the Term commencing with fiscal year 1999"Initial Grant"), in the Parent's stock and performance incentive plans (or such plans of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below. (ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 1998 Dun & Bradstreet Corporation Key Employees' Stock Incentive Plan (the "DC Incentive Plan"), of (i) in connection with DC's initial public offering which will not have vested prior a stock option to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into purchase 500,000 shares of common stock of Parent pursuant to the Merger Agreement. Company (iiithe "Option"), as well as a tandem limited stock appreciation right in connection with the Option and (ii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued: (1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into 75,000 restricted shares of common stock of Parent pursuant the Company (the "Restricted Stock"). The shares subject to the Merger Agreement; PROVIDED that if Executive determines that such vesting would result in Option and the imposition of any excise tax Restricted Stock shall vest on Executive under Section 4999 the third anniversary of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive; (2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance), subject to conversion into shares of common stock of Parent pursuant to the Merger Agreement, will no longer be subject to vesting on the basis of performance but will vestCommencement Date, subject to Executive's continued employment, or earlier as provided herein. If Executive's employment with terminates due to death, Disability, by the ParentCompany without Cause or Executive's resignation for Good Reason or there is a Change in Control (as defined in the Incentive Plan), all Options and Restricted Stock shall immediately vest (to the extent not then vested). The Company further agrees that upon such event (or, if the event is a Change in equal 1/3 portions on each Control, the termination of Executive's employment thereafter) or if Executive's employment shall terminate for any reason (including expiration of the firstEmployment Term) other than death or by the Company for Cause on or after May 30, second and third anniversaries 2003, such termination shall be deemed to be a "Retirement" within the meaning of the Effective Date; and (3Incentive Plan. Accordingly, Executive shall have the additional period of time set forth in Section 7(f) of the remaining 293,150 shares Incentive Plan in which to exercise the Option. The exercise price of DC common stock, 133,250 relating to 1997 fiscal year performance and 159,900 shares relating to 1998 fiscal year performance, the Option shall be converted into the Fair Market Value (as defined in the Incentive Plan) of the shares of common stock of Parent the Company (the "Shares") on the Commencement Date and shall have a ten (10)-year term. (i) As of the Spinoff, (i) the Option shall be cancelled and (ii) Executive shall receive a replacement stock option (the "Replacement Option") for the purchase of shares of common stock of New D&B only (the "New D&B Shares"). The number of New D&B Shares covered by the Replacement Option shall be determined by (i) multiplying the number of Shares covered by the cancelled Option by a fraction, the numerator of which equals the price of a Share as of the last trade on the New York Stock Exchange ("NYSE"), immediately prior to the Spinoff (the "Share Price"), and the denominator of which equals the price of a New D&B Share as of the last trade on the NYSE or NASDAQ, as the case may be, on a "when issued" basis on the last trading day immediately prior to the Spinoff (the "New D&B Price") (such fraction, the "New D&B Ratio") and (ii) rounding down the result to a whole number of shares. The exercise price of the Replacement Option shall be determined by multiplying the exercise price of the cancelled Option by the reciprocal of the New D&B ratio, rounded to the nearest whole cent. All other terms of the Replacement Option shall remain substantially identical to the terms of the cancelled Option. (ii) As of the Spinoff, Restricted Stock and any New D&B Shares distributed in respect of the Restricted Stock pursuant to the Merger Agreement and Spinoff ("Dividend Restricted Stock") shall be earned upon forfeited and Executive shall receive replacement New D&B Shares of restricted stock ("New D&B Restricted Stock") equal to the Parent's achievement of Funds From Operations growth targets for fiscal years 1997 and 1998, respectively, established by the committee then administering the DC Incentive Plan which, as provided in Section 5.12 product of the Merger Agreementnumber of shares of forfeited Restricted Stock multiplied by a fraction, the numerator of which equals the Share Price, and the denominator of which equals the New D&B Price; such replacement shares of New D&B Restricted Stock shall not exceed $2.58 per share for fiscal year 1997 and $2.79 per share for fiscal year 1998, (have substantially identical terms as the "FFO Targets"), calculated in a manner consistent with that proposed by the National Association of Real Estate Investment Trusts. Once earned, such shares shall vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first three April 1sts that occur after the last day of the fiscal year to which such earned shares relateRestricted Stock.