Common use of Equity-Based Awards Clause in Contracts

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control).

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) The terms of each outstanding option to purchase shares of Company Common Shares other than rights Stock under the any Company ESPP Stock Plan (each, a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) outstanding to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Parent Stock equal to the product of (i) the number of shares of Company Common Shares for which Stock subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excess, if any, Per Share Stock Consideration. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the Merger Consideration over nearest whole cent) equal to the quotient of (A) the exercise price per share of such Company Stock Option; provided, that any subject to such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time divided by (B) the Per Share Stock Consideration. For the avoidance of doubt (i) the exercise price of, and number of shares subject to, each Adjusted Option shall be determined as necessary to comply with Section 409A of the Code, (ii) any fractional share of Parent Stock resulting from an aggregation of all the Merger Consideration; shares subject to any Company Stock Option of a holder granted under a particular award agreement with the same exercise price shall be rounded down to the nearest whole share and (iii) for any Company Stock Option to which Section 421 of the Code applies as of the Effective Time (after taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under any of Sections 422 through 424 of the Code, the exercise price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 2.06, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 2.06. Parent shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Stock Options and, where applicable, shall have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Company Stock Options (and to maintain the current status of the prospectus contained therein) for so long as such Company Stock Option remains outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any Company Stock Plan assumed pursuant to this Section 2.06 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such Company Stock Plan complied with such rule prior to the Merger. (c) each Company RSU granted following the date hereof that is outstanding immediately prior Prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity Company shall take any actions with respect to receive cash payments, without interest, in an aggregate amount equal stock option or compensation plans or arrangements that are necessary to give effect to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control)transactions contemplated by this Section 2.06.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of phantom units that corresponds to purchase Company Partnership Common Shares other than rights under Units and vests solely based on the Company ESPP passage of time (eachincluding any Seconded Employee Phantom Awards), a whether vested or unvested (“Company Stock OptionPartnership Phantom Units”) ), that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled assumed by Parent and the holder thereof shall then become entitled converted into a restricted unit award representing a contractual right to receive solelyParent Common Units or, in full satisfaction the case of Seconded Employees, the rights right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such holder with respect theretoAssumed Restricted Unit Award shall be converted into a restricted unit award to receive a number of Parent Common Units (or the cash equivalent thereof, a lump-sum cash payment, without interest, as applicable) equal to the product of obtained by multiplying (ix) the number of Company Partnership Common Shares for which Units subject to such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted Partnership Phantom Unit immediately prior to the date hereof that is outstanding Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting, distribution equivalent rights and issuance) as were applicable to the Partnership Phantom Unit immediately prior to the Effective Time. (b) Each award of performance units that corresponds to Partnership Common Units, whether vested or unvestedincluding Seconded Employee Performance Awards (each, a “Partnership Performance Award,” and together with the Partnership Phantom Units, the “Partnership Equity Awards”), that is outstanding and unvested as of the Effective Time, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled measured as to receive solely, in full satisfaction performance as of the rights of Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such holder Partnership Performance Award shall, with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Partnership Common Shares subject to such Company RSU as Units that are considered earned with respect thereto based on the higher of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time actual performance or target shall, as of the Effective TimeTime (the “Earned Performance Units”), be assumed by Parent and converted into an unvested award representing Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest solely based on continued service at the opportunity end of the performance period that was originally applicable thereto; provided, however, that the Earned Performance Units will vest upon a “qualifying termination” and, to receive cash paymentsthe extent applicable, without interestwill incorporate the provisions related to termination due to “retirement,” as provided in the Partnership Phantom Unit Awards. Notwithstanding the foregoing, with respect to Partnership Performance Awards granted in an aggregate amount 2021, the number of Earned Performance Units shall be equal to the product target number of (i) units granted, regardless of performance. The number of Parent Common Units that are subject to such Assumed Restricted Unit Awards shall be equal to the number of Company Common Shares subject to such Company RSU as of immediately prior Earned Performance Units with respect to the Effective Time and (ii) corresponding Partnership Performance Award, multiplied by the Merger ConsiderationExchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Parent Common Shares Unit. Any performance units that would have vested on each such vesting datecorrespond to Partnership Common Units that are not Earned Performance Units shall, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding automatically be cancelled for no consideration. (c) The General Partner shall take any terms and conditions related all actions reasonably necessary to accelerated vesting solely as a result effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of a change in control)the Code.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) The terms of each outstanding option to purchase shares of Company Common Shares other than rights Stock under the any Company ESPP Stock Plan (each, a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) outstanding to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Parent Stock equal to the product of (i) the number of shares of Company Common Shares for which Stock subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excess, if any, Per Share Stock Consideration. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the Merger Consideration over nearest whole cent) equal to the quotient of (A) the exercise price per share of such Company Stock Option; provided, that any subject to such Company Stock Option with an immediately prior to the Effective Time divided by (B) the Per Share Stock Consideration. For the avoidance of doubt (i) the exercise price per Company Common Share that is equal to or greater than the Merger Consideration of, and number of shares subject to, each Adjusted Option shall be canceled determined as necessary to comply with Section 409A of the Code, (ii) any fractional share of Parent Stock resulting from an aggregation of all the shares subject to any Company Stock Option of a holder granted under a particular award agreement with the same exercise price shall be rounded down to the nearest whole share and (iii) for no consideration;any Company Stock Option to which Section 421 of the Code applies as of the Effective Time (after taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under any of Sections 422 through 424 of the Code, the exercise price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) The terms of each restricted outstanding cash-settled stock unit appreciation right valued with respect to Company Stock under any Company Stock Plan (a “Company SAR”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company SAR outstanding immediately prior to the Effective Time shall be converted into a cash-settled stock appreciation right (each, a an “Adjusted SAR”), on the same terms and conditions as were applicable under such Company RSU”) granted prior to the date hereof that is outstanding SAR immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, to the number of shares of Parent Stock equal to the product of (il) the number of shares of Company Common Shares subject Stock relating to such Company RSU as of SAR immediately prior to the Effective Time and multiplied by the Per Share Stock Consideration. The exercise price per share of Parent Stock relating to any such Adjusted SAR (iithe “Adjusted SAR Exercise Price”) will be an amount (rounded up to the nearest whole cent) equal to the quotient of (a) the Merger Consideration; and (c) each exercise price per share of Company RSU granted following the date hereof that is outstanding Stock relating to such Company SAR immediately prior to the Effective Time shalldivided by (b) the Per Share Stock Consideration. For the avoidance of doubt (i) the exercise price of, and number of shares relating to, each Adjusted SAR shall be determined as necessary to comply with Section 409A of the Code and (ii) any fractional share of Parent Stock resulting from an aggregation of all the shares relating to any Company SAR of a holder granted under a particular award agreement with the same exercise price shall be rounded down to the nearest whole share. As of May 31, 2009, there were approximately 394,714 shares of Company Stock relating to outstanding Company SARs, all of which are to be settled in cash. (c) Parent shall take such actions as are necessary for the assumption of the Company Stock Options, Company SARs, Company RSUs and Phantom Stock Units pursuant to this Section 2.06, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 2.06. Parent shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Stock Options, Company SARs, Company RSUs and Phantom Stock Units and, where applicable, shall have such registration statement declared effective as soon as practicable following the Effective Time and maintain the effectiveness of such registration statement covering such Company Stock Options, Company SARs, Company RSUs and Phantom Stock Units (and to maintain the current status of the prospectus contained therein) for so long as such Company Stock Option, Company SARs, Company RSU or Phantom Stock Unit remains outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any Company Stock Plan assumed pursuant to this Section 2.06 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such Company Stock Plan complied with such rule prior to the Merger. (d) As of the Effective Time, each then-outstanding right, held by an employee or by a non-employee director, whether vested or unvested, which may be converted into settled in shares of Company Stock issued under the Executive Income Deferral Program or any other Company Stock Plan (a “Phantom Stock Unit”) and any associated dividend equivalent units and each then-outstanding restricted stock unit right, held by an unvested award employee, representing the opportunity an unfunded contractual right to receive shares of Company Stock issued under any Company Stock Plan (a “Company RSU”) and any associated dividend equivalent units will be adjusted so that its holder will be entitled to receive, upon settlement thereof, a number of shares of Parent Stock (or cash payments, without interest, in an amount equal to the aggregate amount value of such shares) (i) equal to the product of (iA) the number of shares of Company Common Shares Stock subject to such Phantom Stock Unit or Company RSU (and, in each case, any associated dividend equivalent units), as of applicable, immediately prior to the Effective Time multiplied by (B) the Per Share Stock Consideration and (ii) then rounded down to the Merger Considerationnearest whole share; provided that, with such aggregate amount being payable in the case of any Company RSU award (and any associated dividend equivalent units) that is subject to vesting based on the vesting dates applicable to attainment of performance conditions, (i) the number of shares of Company Stock underlying such Company RSU as award (and any associated dividend equivalent units) shall be deemed to be the number of shares of Company Stock deliverable in respect of such award based on target level of performance and (ii) following the conversion of such award at the Effective Time into a right to receive Parent Stock, such award shall vest based solely on the continued service of the holder thereof. As of the Effective Time, each Company RSU award (and any associated dividend equivalent units) held by a non-employee director immediately prior to the Effective Time based proportionately on shall become fully vested and shall be cancelled, and the number holder thereof shall be entitled to receive in respect of each share of Company Common Shares that would have vested on each Stock subject to such vesting dateaward, and in consideration for such cancellation, the Merger Consideration, which award shall continue to vest and shall otherwise not be subject to any further vesting requirements or risk of forfeiture. Except as specifically provided in the preceding sentence, each Phantom Stock Unit or Company RSU (and, in each case, any associated dividend equivalent units), as applicable, will continue to be governed by the same terms and conditions as were applicable to such the Phantom Stock Unit or Company RSU (and, in each case, any associated dividend equivalent units), as of applicable, immediately prior to the Effective Time Time. (including any terms and conditions related e) Prior to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding the Company shall take any terms and conditions related actions with respect to accelerated vesting solely as a result of a change in control)stock option or compensation plans or arrangements that are necessary to give effect to the transactions contemplated by this Section 2.06.

Equity-Based Awards. Prior (a) The terms of each outstanding option to purchase shares of Company Stock under any Company Stock Plan, if any such options remain unexpired prior to the Effective Time, the Board of Directors of the Company Time (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) outstanding to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Parent Stock equal to the product of (i) the number of shares of Company Common Shares for which Stock subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excess, if any, Exchange Ratio. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the Merger Consideration over nearest whole cent) equal to the quotient of (A) the exercise price per share of such Company Stock Option; provided, that any subject to such Company Stock Option with an exercise price per Company Common Share that is equal immediately prior to or greater than the Merger Consideration shall be canceled for no consideration;Effective Time divided by (B) the Exchange Ratio. (b) The terms of each outstanding restricted stock unit grant relative to shares of Company Stock under any Company Stock Plan (a “Company Stock Grant”), whether or not vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Grant outstanding immediately prior to the Effective Time shall be converted into a grant (each, a an “Company RSUAdjusted Grant”) granted prior to on the date hereof that is outstanding same terms and conditions as were applicable under such Company Stock Grant immediately prior to the Effective Time, whether vested or unvested, shall, as for the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Parent Stock equal to the product of (i) the number of shares of Company Common Shares Stock subject to such Company RSU as of Stock Grant immediately prior to the Effective Time and multiplied by (ii) the Merger Consideration; andExchange Ratio. (c) each Company RSU granted following Parent shall take such actions as are necessary for the date hereof that is outstanding immediately prior to the Effective Time shall, as assumption of the Effective TimeCompany Stock Options and Company Stock Grants, be converted into an unvested award representing including the opportunity reservation, issuance and listing of Parent Stock as is necessary to receive cash payments, without interest, in an aggregate amount equal to effectuate the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control)transactions contemplated hereunder.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each Each option to purchase Shares granted pursuant to a Company Common Shares other than rights under the Company ESPP Stock Plan (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing option (each, an “Adjusted Option”) to purchase, on the opportunity same terms and conditions as were applicable to receive cash payments, without interest, in an aggregate amount equal such Company Option outstanding immediately prior to the product of (i) Effective Time, the number of Company shares of Parent Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such the Company RSU as of Option immediately prior to the Effective Time and (ii) by the Merger ConsiderationEquity Award Exchange Ratio, with such aggregate amount being payable on at an exercise price per share of Parent Common Stock, rounded up to the vesting dates applicable nearest whole cent, equal to such the per share exercise price for the Shares otherwise purchasable pursuant to the Company RSU as of Option outstanding immediately prior to the Effective Time based proportionately on divided by the Equity Award Exchange Ratio. (b) Each award of restricted stock units in respect of Shares granted under a Company Stock Plan (each, a “Company RSU”) that is outstanding as of the Effective Time shall be converted as of the Effective Time into a restricted stock unit award (each, an “Adjusted RSU”) in respect of the number of shares of Parent Common Stock, rounded to the nearest whole share, determined by multiplying the number of Shares subject to the Company Common Shares that would have vested on RSU outstanding immediately prior to the Effective Time by the Equity Award Exchange Ratio, with each such vesting date, and which award shall Adjusted RSU to continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such the related Company RSU as outstanding or payable immediately prior to the Effective Time. (c) Each right of any kind (excluding Company Options and Company RSUs), contingent or accrued, to receive Shares or cash payments measured by the value of a number of Shares granted under a Company Deferred Compensation Plan (each, an “Other Stock-Based Award”) that are outstanding immediately prior to the Effective Time (including any terms and conditions related shall be deemed to accelerated vesting upon a termination be converted as of the holder’s employment in connection with Effective Time into the right to receive (or following to be credited with) the number of shares, or benefits measured by the value of the number of shares, of Parent Common Stock, rounded to the nearest whole share, equal to the product of (i) the number of Shares subject to the Other Stock-Based Award outstanding immediately before the Effective Time, but excluding any and (ii) the Equity Award Exchange Ratio (each, an “Adjusted Other Stock-Based Award”), with each Adjusted Other Stock-Based Award to continue to be subject to the same terms and conditions as were applicable to the related Other Stock-Based Award outstanding immediately prior to accelerated vesting solely the Effective Time. (d) Prior to the Effective Time, the Company Board and/or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Company Options, Company RSUs, and Other Stock-Based Awards (collectively, the “Company Stock Awards”) outstanding immediately prior to the Effective Time as a result contemplated by this Section 2.4. For the avoidance of doubt, in no event shall any holder of a change Company Stock Award receive the Merger Consideration as consideration for such Company Stock Awards. As of the Effective Time, Parent shall file one or more appropriate registration statements (on Form S-3 or Form S-8, or any successor or other appropriate forms) with respect to Parent Common Stock underlying the Adjusted Options and in control)respect of the Adjusted RSUs and the Adjusted Other Stock-Based Awards pursuant to this Section 2.4. (e) For the purposes of this Section 2.4:

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of restricted share units that corresponds to purchase Company Common Shares other than rights under and vests solely based on the Company ESPP passage of time (each, a “Company Stock OptionRSU Award”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested or unvestedas of the Effective Time, shall, as of the Effective Time, be canceled and cancelled in exchange for the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, payment of the Merger Consideration over with respect to the exercise price per share number of Shares equal to the total number of Shares with respect to which such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, whether vested less such amounts as are required to be withheld or unvesteddeducted under the Code or any provision of state, shalllocal or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective TimeTime shall automatically, and without any required action of the holder thereof, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, cancelled without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; andconsideration. (c) each Each award of restricted Company RSU granted following the date hereof Common Stock that is outstanding immediately prior to the Effective Time shall(the “Company Restricted Shares,” together with the Company RSU Awards and the Company PSU Awards, as of the Effective Time, “Company Equity Awards”) shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed Restricted Stock Award”). Each Assumed Restricted Stock Award shall be converted into an unvested a restricted unit award representing the opportunity a contractual right upon vesting to receive cash payments, without interest, in an aggregate amount a number of Common Units equal to the product of obtained by multiplying (ix) the number of Company Common Shares subject to such Company RSU as of Assumed Restricted Stock Award immediately prior to the Effective Time and by (iiy) the Merger ConsiderationEquity Exchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Restricted Stock Award shall otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time. Each Assumed Restricted Stock Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time, (ii) have distribution equivalent rights, and (iii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (d) Notwithstanding the foregoing, each Company Restricted Share and Company RSU as of Award that is outstanding immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon that is held by a termination non-employee director of the holder’s employment Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in connection exchange for the payment of the Merger Consideration with respect to the total number of Shares subject to such Director Restricted Share Award. The Surviving Corporation shall issue to the holders of Director Restricted Share Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five (5) business days following the Effective Time. (e) Prior to the Effective Time, but excluding the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a duly authorized committee thereof, and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and conditions related applicable Laws to accelerated vesting solely as a result ensure that (i) no new offering period under the ESPP shall begin after September 30, 2019; (ii) with respect to the current offering period set to end on September 30, 2019 any remaining contributions held in the participant accounts under the ESPP after the purchase of a change shares of Company Common Stock at the end of such offering period shall be returned to the participant (without interest) after the last business day of the offering, (iii) the ESPP shall terminate in controlits entirety immediately prior to the Closing and no further rights shall be granted or exercised under the ESPP thereafter. Notwithstanding any restrictions on transfer of stock in the ESPP, all shares of Company Common Stock purchased under the ESPP shall be treated in accordance with Section 2.1(a). (f) The Company shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of restricted share units that corresponds to purchase Company Common Shares other than rights under and vests solely based on the Company ESPP passage of time (each, a “Company Stock OptionRSU Award”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested or unvestedas of the Effective Time, shall, as of the Effective Time, be canceled and cancelled in exchange for the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, payment of the Merger Consideration over with respect to the exercise price per share number of Shares equal to the total number of Shares with respect to which such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, whether vested less such amounts as are required to be withheld or unvesteddeducted under the Code or any provision of state, shalllocal or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective TimeTime shall automatically, and without any required action of the holder thereof, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, cancelled without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; andconsideration. (c) each Each award of restricted Company RSU granted following the date hereof Common Stock that is outstanding immediately prior to the Effective Time shall(the “Company Restricted Shares,” together with the Company RSU Awards and the Company A-41 PSU Awards, as of the Effective Time, “Company Equity Awards”) shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed Restricted Stock Award”). Each Assumed Restricted Stock Award shall be converted into an unvested a restricted unit award representing the opportunity a contractual right upon vesting to receive cash payments, without interest, in an aggregate amount a number of Common Units equal to the product of obtained by multiplying (ix) the number of Company Common Shares subject to such Company RSU as of Assumed Restricted Stock Award immediately prior to the Effective Time and by (iiy) the Merger ConsiderationEquity Exchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Restricted Stock Award shall otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time. Each Assumed Restricted Stock Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time, (ii) have distribution equivalent rights, and (iii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (d) Notwithstanding the foregoing, each Company Restricted Share and Company RSU as of Award that is outstanding immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon that is held by a termination non-employee director of the holder’s employment Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in connection exchange for the payment of the Merger Consideration with respect to the total number of Shares subject to such Director Restricted Share Award. The Surviving Corporation shall issue to the holders of Director Restricted Share Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five (5) business days following the Effective Time. (e) Prior to the Effective Time, but excluding the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a duly authorized committee thereof, and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and conditions related applicable Laws to accelerated vesting solely as a result ensure that (i) no new offering period under the ESPP shall begin after September 30, 2019; (ii) with respect to the current offering period set to end on September 30, 2019 any remaining contributions held in the participant accounts under the ESPP after the purchase of a change shares of Company Common Stock at the end of such offering period shall be returned to the participant (without interest) after the last business day of the offering, (iii) the ESPP shall terminate in controlits entirety immediately prior to the Closing and no further rights shall be granted or exercised under the ESPP thereafter. Notwithstanding any restrictions on transfer of stock in the ESPP, all shares of Company Common Stock purchased under the ESPP shall be treated in accordance with Section 2.1(a). (f) The Company shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. Prior to (a) As of the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option to purchase Company shares of Piedmont Common Shares other than rights under the Company ESPP Stock (each, a “Company Piedmont Stock Option”) that is outstanding under the Piedmont Bancorp, Inc. 2009 Stock Option Plan (the “Piedmont Stock Plan”) immediately prior to the Effective Time, whether vested or unvested, shall, as of to the Effective Timeextent not vested, become fully vested and exercisable and shall be canceled and without any action on the part of any holder thereof shall then become entitled or beneficiary thereof, in consideration for the right to receive solely, in full satisfaction of the rights of such holder a lump sum cash payment with respect thereto, a lump-sum cash payment, without interest, thereto equal to the product of of: (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration product of (A) the Average United Closing Price multiplied by (B) the Exchange Ratio (subject to any adjustments as provided in Section 9.01(g), including accounting for any Additional Cash Payment Per Share, as applicable), over the applicable exercise price of such Piedmont Stock Option; and (ii) the number of shares of Piedmont Common Stock subject to such Piedmont Stock Option, less any required withholding taxes. (b) As of the Effective Time, each warrant to purchase shares of Piedmont Common Stock (each, a “Piedmont Stock Warrant”) that is outstanding under any Piedmont Stock Plan or individual award agreement immediately prior to the Effective Time, shall, to the extent not vested, become fully vested and exercisable and shall be canceled without any action on the part of any holder or beneficiary thereof, and in consideration therefor, at the election of the holder, will either (i) receive a lump sum cash payment in consideration equal to the product of: (A) the excess, if any, of the product of (1) the Average United Closing Price multiplied by (2) the Exchange Ratio (subject to any adjustments as provided in Section 9.01(g), including accounting for any Additional Cash Payment Per Share, as applicable), over the applicable exercise price of such Piedmont Stock Warrant; and (B) the number of shares of Piedmont Common Stock subject to such Piedmont Stock Warrant, or (ii) convert into a warrant to purchase shares of United Common Stock, with the number of shares of United Common Stock equal to the product of (A) the total number of shares of Piedmont Common Stock subject to the applicable Piedmont Stock Warrant immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (subject to any adjustments as provided in Section 9.01(g), including accounting for any Additional Cash Payment Per Share, as applicable, and rounded up or down, if necessary, to the nearest whole share of United Common Stock), and the per-share exercise price under each such Piedmont Stock Warrant shall be adjusted to equal the quotient of (X) the exercise price per share of such Company Piedmont Stock Option; provided, that any Warrant at which such Company Piedmont Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of Warrant was exercisable immediately prior to the Effective Time and divided by (iiY) the Merger Consideration; andExchange Ratio (subject to any adjustments as provided in Section 9.01(g), including accounting for any Additional Cash Payment Per Share, as applicable, and rounded up or down to the nearest whole cent), in either event, if necessary less any required withholding taxes. Any election by a holder of a Piedmont Stock Warrant must be made at least five days prior to the Effective Time in accordance with the procedures implemented by United and Piedmont with respect to such election. (c) At the Effective Time, each Company RSU granted following the date hereof restricted stock grant, restricted stock unit grant and any other award in respect of a share of Piedmont Common Stock subject to vesting, repurchase or other lapse restriction under a Piedmont Stock Plan or individual award agreement that is outstanding immediately prior to the Effective Time shallother than a Piedmont Stock Option or a Piedmont Stock Warrant (each, a “Piedmont Stock Award”) shall become fully vested, be cancelled and converted automatically into the right to receive the Merger Consideration (with any fractional share being entitled to receive cash in lieu thereof as provided in Section 4.03) in respect of each share of Piedmont Common Stock underlying such Piedmont Stock Award. United shall issue the consideration described in this Section 4.06(c) less applicable tax withholdings within five business days following the Effective Date. (d) Prior to the Effective Time, Piedmont shall provide such notice, if any, to the extent required under the terms of the applicable Piedmont Stock Plan, obtain any necessary consents, adopt applicable resolutions, amend the terms of the Piedmont Stock Plan or any outstanding awards, and take all other appropriate actions to: (i) give effect to the transactions contemplated herein; (ii) terminate the Piedmont Stock Plan as of the Effective Time; and (iii) ensure that after the Effective Time, be converted into an unvested award representing the opportunity neither any holder of Piedmont Stock Awards, any beneficiary thereof, nor any other participant in any Piedmont Stock Plan shall have any right thereunder to acquire any securities of Piedmont or to receive cash paymentsany payment or benefit with respect to any award previously granted under the Piedmont Stock Plan, without interest, except as provided in an aggregate amount equal to the product this Section 4.06. As of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time Time, the Piedmont Stock Plan shall be terminated and no further awards or other rights shall be granted thereunder. (iie) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable All payments pursuant to such Company RSU this Section 4.06 shall be made at or as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions soon as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or practicable following the Effective Time, but excluding in accordance with Piedmont’s ordinary payroll practices and shall be subject to any terms applicable withholding (other than those contemplated in subsection (b)); provided, however, that to the extent any payments cannot be paid during such period without causing the recipient to incur a penalty tax under Section 409A of the Code, then such payment shall be distributed in accordance with Section 409A of the Code and conditions related applicable guidance thereunder. In connection with the consummation of the Merger, United shall make available to accelerated vesting solely Piedmont cash in an amount necessary to fulfill the obligations set forth in this Section 4.06. (f) Notwithstanding any provision contained herein to the contrary, each of Piedmont and the Surviving Entity shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as a result it is required to deduct and withhold under the Code or any other applicable state, local, or foreign tax law. To the extent that such amounts are withheld, they shall be remitted by Piedmont or the Surviving Entity to the appropriate governmental entity and shall be treated for all purposes of a change this Agreement as having been paid to the person in control)respect of which such deduction and withholding was made. (g) United and Piedmont agree to adopt any resolutions and take all steps necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect the provisions of this Section 4.06.

Equity-Based Awards. Prior (a) The terms of each Option, whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Option outstanding immediately prior to the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) Effective Time shall adopt such resolutions be replaced by and take such other actions as may be required to provide that: (a) each substituted for an option to purchase Company Common Shares other than rights under the Company ESPP (each, a an “Company Stock Adjusted MM Option”) outstanding to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Surviving Corporation Common Stock equal to the product of (i) the number of shares of Company Common Shares for which Stock subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excessExchange Ratio, if any, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of Surviving Corporation Common Stock subject to any such Adjusted MM Option will be an amount equal to the Merger Consideration over quotient of (A) the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share Stock subject to such Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, if the conversion of an Option in accordance with the preceding provisions of this Section 5.12(a) would cause the related Adjusted MM Option to be treated as the grant of new stock right for purposes of Section 409A of the Code, such Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to the Surviving Corporation and the Company that is equal would not cause the related Adjusted MM Option to or greater than be treated as the Merger Consideration grant of new stock right for purposes of Section 409A. For avoidance of doubt, each Adjusted MM Option shall be canceled vested to the same extent to which the Option for no consideration;which it was substituted was vested before or as of the Effective Time. (b) The terms of each restricted stock unit that is settleable in shares of Company Common Stock (a “Company RSU”) that is outstanding and unvested immediately prior to the Effective Time and does not fully vest by its terms as of the Effective Time (an “Unvested Company RSU”) shall be adjusted as necessary to provide that, at the Effective Time, each Unvested Company RSU outstanding immediately prior to the Effective Time shall be replaced by and substituted for a restricted stock unit (each, a an “Company Adjusted MM RSU”) granted prior to acquire, on the date hereof that is outstanding same terms and conditions as were applicable under such Unvested Company RSU immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Surviving Corporation Common Stock equal to the product of (i) the number of shares of Company Common Shares Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time and multiplied by (ii) the Merger Consideration; andExchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. For avoidance of doubt, each Adjusted MM RSU shall be vested to the same extent to which the Unvested Company RSU for which it was substituted was vested before or as of the Effective Time. (c) To the extent permitted under Treas. Reg. Section 1.409A-3(j)(4) (if applicable), the holder of each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, and becomes vested by its terms before or as of the Effective TimeTime (it being understood that any such award that vests pursuant to its terms before or as of the Effective Time shall, for purposes of this Agreement, be converted into an unvested award representing the opportunity deemed to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of be vested immediately prior to the Effective Time and Time) (iia “Vested Company RSU”) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on shall receive the number of shares of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be Stock subject to such Vested Company RSU in accordance with the same terms and conditions as were applicable to of such Vested Company RSU as of immediately prior to the Effective Time (RSU, including any terms and conditions related regarding any Taxes required by applicable Law to accelerated be withheld, if any, with respect to the vesting upon of such Vested Company RSU. (d) The parties covenant to cause the Surviving Corporation to (x) take such actions as are necessary to establish a termination new omnibus equity award plan following the Effective Time and to prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the awards and shares of Surviving Corporation Common Stock subject to the Adjusted MM Options and Adjusted MM RSUs and other awards issued under such plan and, where applicable, (y) use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable following the Effective Time and (z) use its commercially reasonable efforts to maintain the effectiveness of such registration statement covering such -43- Adjusted MM Options and Adjusted MM RSUs (and to maintain the current status of the holder’s employment in connection with prospectus contained therein) for so long as any Adjusted MM Option or following any Adjusted MM RSU remains outstanding. (e) With respect to those individuals, if any, who, subsequent to the Effective Time, but excluding will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, the Surviving Corporation shall administer any terms Adjusted MM Option and conditions related any Adjusted MM RSU assumed pursuant to accelerated vesting solely this Section 5.12 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such Adjusted MM Option or such Adjusted MM RSU complied with such rule prior to the Merger. (f) The Company and MM acknowledge and agree that the substitution of Options and Unvested Company RSUs for Adjusted MM Options and Adjusted MM RSUs, respectively, as a result provided in this Section 5.12 shall constitute the substitution of a change “Plan Awards” (as defined in control)the Company Option Plan) for equivalent awards of the Surviving Corporation for purposes of the Company Option Plan and such Plan Awards.

Equity-Based Awards. Prior (a) The terms of each Option, whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Option outstanding immediately prior to the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) Effective Time shall adopt such resolutions be replaced by and take such other actions as may be required to provide that: (a) each substituted for an option to purchase Company Common Shares other than rights under the Company ESPP (each, a an “Company Stock Adjusted MM Option”) outstanding to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Surviving Corporation Common Stock equal to the product of (i) the number of shares of Company Common Shares for which Stock subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excessExchange Ratio, if any, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of Surviving Corporation Common Stock subject to any such Adjusted MM Option will be an amount equal to the Merger Consideration over quotient of (A) the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share Stock subject to such Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, if the conversion of an Option in accordance with the preceding provisions of this Section 5.12(a) would cause the related Adjusted MM Option to be treated as the grant of new stock right for purposes of Section 409A of the Code, such Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to the Surviving Corporation and the Company that is equal would not cause the related Adjusted MM Option to or greater than be treated as the Merger Consideration grant of new stock right for purposes of Section 409A. For avoidance of doubt, each Adjusted MM Option shall be canceled vested to the same extent to which the Option for no consideration;which it was substituted was vested before or as of the Effective Time. (b) The terms of each restricted stock unit that is settleable in shares of Company Common Stock (a “Company RSU”) that is outstanding and unvested immediately prior to the Effective Time and does not fully vest by its terms as of the Effective Time (an “Unvested Company RSU”) shall be adjusted as necessary to provide that, at the Effective Time, each Unvested Company RSU outstanding immediately prior to the Effective Time shall be replaced by and substituted for a restricted stock unit (each, a an “Company Adjusted MM RSU”) granted prior to acquire, on the date hereof that is outstanding same terms and conditions as were applicable under such Unvested Company RSU immediately prior to the Effective Time, whether vested or unvested, shall, as the number of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction shares of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, Surviving Corporation Common Stock equal to the product of (i) the number of shares of Company Common Shares Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time and multiplied by (ii) the Merger Consideration; andExchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. For avoidance of doubt, each Adjusted MM RSU shall be vested to the same extent to which the Unvested Company RSU for which it was substituted was vested before or as of the Effective Time. (c) To the extent permitted under Treas. Reg. Section 1.409A-3(j)(4) (if applicable), the holder of each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, and becomes vested by its terms before or as of the Effective TimeTime (it being understood that any such award that vests pursuant to its terms before or as of the Effective Time shall, for purposes of this Agreement, be converted into an unvested award representing the opportunity deemed to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of be vested immediately prior to the Effective Time and Time) (iia “Vested Company RSU”) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on shall receive the number of shares of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be Stock subject to such Vested Company RSU in accordance with the same terms and conditions as were applicable to of such Vested Company RSU as of immediately prior to the Effective Time (RSU, including any terms and conditions related regarding any Taxes required by applicable Law to accelerated be withheld, if any, with respect to the vesting upon of such Vested Company RSU. (d) The parties covenant to cause the Surviving Corporation to (x) take such actions as are necessary to establish a termination new omnibus equity award plan following the Effective Time and to prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the awards and shares of Surviving Corporation Common Stock subject to the Adjusted MM Options and Adjusted MM RSUs and other awards issued under such plan and, where applicable, (y) use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable following the Effective Time and (z) use its commercially reasonable efforts to maintain the effectiveness of such registration statement covering such Adjusted MM Options and Adjusted MM RSUs (and to maintain the current status of the holder’s employment in connection with prospectus contained therein) for so long as any Adjusted MM Option or following any Adjusted MM RSU remains outstanding. (e) With respect to those individuals, if any, who, subsequent to the Effective Time, but excluding will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, the Surviving Corporation shall administer any terms Adjusted MM Option and conditions related any Adjusted MM RSU assumed pursuant to accelerated vesting solely this Section 5.12 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such Adjusted MM Option or such Adjusted MM RSU complied with such rule prior to the Merger. (f) The Company and MM acknowledge and agree that the substitution of Options and Unvested Company RSUs for Adjusted MM Options and Adjusted MM RSUs, respectively, as a result provided in this Section 5.12 shall constitute the substitution of a change “Plan Awards” (as defined in control)the Company Option Plan) for equivalent awards of the Surviving Corporation for purposes of the Company Option Plan and such Plan Awards.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of restricted share units that corresponds to purchase Company Common Shares other than rights under and vests solely based on the Company ESPP passage of time (each, a “Company Stock OptionRSU Award”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested or unvestedas of the Effective Time, shall, as of the Effective Time, be canceled and cancelled in exchange for the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, payment of the Merger Consideration over with respect to the exercise price per share number of Shares equal to the total number of Shares with respect to which such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, whether vested less such amounts as are required to be withheld or unvesteddeducted under the Code or any provision of state, shalllocal or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective TimeTime shall automatically, and without any required action of the holder thereof, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, cancelled without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; andconsideration. (c) each Each award of restricted Company RSU granted following the date hereof Common Stock that is outstanding immediately prior to the Effective Time shall(the “Company Restricted Shares,” together with the Company RSU Awards and the Company Table of Contents PSU Awards, as of the Effective Time, “Company Equity Awards”) shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed Restricted Stock Award”). Each Assumed Restricted Stock Award shall be converted into an unvested a restricted unit award representing the opportunity a contractual right upon vesting to receive cash payments, without interest, in an aggregate amount a number of Common Units equal to the product of obtained by multiplying (ix) the number of Company Common Shares subject to such Company RSU as of Assumed Restricted Stock Award immediately prior to the Effective Time and by (iiy) the Merger ConsiderationEquity Exchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Restricted Stock Award shall otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time. Each Assumed Restricted Stock Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time, (ii) have distribution equivalent rights, and (iii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (d) Notwithstanding the foregoing, each Company Restricted Share and Company RSU as of Award that is outstanding immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon that is held by a termination non-employee director of the holder’s employment Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in connection exchange for the payment of the Merger Consideration with respect to the total number of Shares subject to such Director Restricted Share Award. The Surviving Corporation shall issue to the holders of Director Restricted Share Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five (5) business days following the Effective Time. (e) Prior to the Effective Time, but excluding the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a duly authorized committee thereof, and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and conditions related applicable Laws to accelerated vesting solely as a result ensure that (i) no new offering period under the ESPP shall begin after September 30, 2019; (ii) with respect to the current offering period set to end on September 30, 2019 any remaining contributions held in the participant accounts under the ESPP after the purchase of a change shares of Company Common Stock at the end of such offering period shall be returned to the participant (without interest) after the last business day of the offering, (iii) the ESPP shall terminate in controlits entirety immediately prior to the Closing and no further rights shall be granted or exercised under the ESPP thereafter. Notwithstanding any restrictions on transfer of stock in the ESPP, all shares of Company Common Stock purchased under the ESPP shall be treated in accordance with Section 2.1(a). (f) The Company shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. (a) At or immediately prior to the Effective Time, each option to purchase shares of Common Stock outstanding under the Company Equity Plans (a “Company Stock Option”) that has an exercise price per share of Common Stock underlying such Company Stock Option (the “Option Exercise Price”) that is less than the Merger Consideration (each such Company Stock Option, an “In-the-Money Company Stock Option”), whether or not exercisable or vested, shall be cancelled and converted into the right to receive an amount in cash determined by multiplying (A) the excess of the Merger Consideration over the Option Exercise Price of such In-the-Money Company Stock Option by (B) the number of shares of Common Stock subject to such In-the-Money Company Stock Option (such amount, the “In-the-Money Company Stock Option Merger Consideration”). Each of Tahoe and Parent shall cause the Surviving Corporation to pay through the Surviving Corporation’s payroll to the holders of Company Stock Options who are current or former employees of the Company the In-the-Money Company Stock Option Merger Consideration less any required withholding Taxes payable in respect thereof pursuant to Section 3.4(d) at or reasonably promptly after the Effective Time (but in no event later than fifteen (15) calendar days after the Effective Time). All other payments under this Agreement to holders of Company Stock Options, in respect of such Company Stock Options, who are not current or former employees shall be made by the Paying Agent, on behalf of the Surviving Corporation, at or reasonably promptly after the Effective Time (but in no event later than fifteen (15) calendar days after the Effective Time). At or immediately prior to the Effective Time, each Company Stock Option that has an Option Exercise Price that is equal to or greater than the Merger Consideration, whether or not exercisable or vested, shall be cancelled without payment. (b) At or immediately prior to the Effective Time, each award of restricted stock units with respect to shares of Common Stock granted under the Company Equity Plans (each, a “Company RSU”) that is outstanding immediately prior to the Effective Time, after giving effect to any accelerated vesting thereof as the result of the transactions contemplated by this Agreement, shall be canceled and converted into the right to receive a restricted cash award (“RCA”) in an amount in cash equal to (A) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (B) the Merger Consideration. Any RCA issued by Parent or the Surviving Corporation in respect of any Company RSU shall be subject to the same vesting and payment conditions and schedules applicable to such Company RSU immediately prior to the Effective Time, and to the extent, that any Company RSU would have become vested and payable, such corresponding portion of the RCA shall be delivered to the holder of such RCA, net of any required withholding Taxes payable in respect thereof pursuant to Section 3.4(d), as soon as practicable thereafter (and in any event not later than the next regular payroll date of the Surviving Corporation) (without interest). (c) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Equity Plans) shall adopt such resolutions and take such other any actions as that may be required necessary to provide that: (a) each option to purchase Company Common Shares other than rights under effectuate the Company ESPP (each, a “Company Stock Option”) outstanding immediately transactions contemplated by this Section 3.4. At or prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and Company shall terminate the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest Equity Plans and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or provide that, following the Effective Time, but excluding no holder of any terms Company Stock Option, or Company RSU shall have the right to acquire any equity interest in the Company, the Surviving Corporation, Parent or any of their respective Subsidiaries in respect thereof. (d) Each of Sub, the Surviving Corporation and conditions related the Paying Agent shall be entitled to accelerated vesting solely deduct and withhold from the consideration otherwise payable pursuant to this Section 3.4 such amounts as a result are required to be deducted or withheld therefrom under the Code or any provision of a change in control)any other applicable Law. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option In respect of any performance-vesting stock unit awards that were granted to purchase Company Common Shares other than rights any Transferred Employee under the Company ESPP (each, a “Company Stock Option”) Seller’s Long-Term Incentive Plan in respect of fiscal year 2017 and fiscal year 2018 that are outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time Closing (each, a “Seller PSU Award”), Seller shall ensure that the terms of the Seller PSU Awards provide for pro-rated vesting of such awards upon the Closing, and (ii) Seller shall be solely responsible for payment of the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time resulting vested portion of such awards. Buyer shall, as soon as practicable following the Closing Date, grant to each holder of a Seller PSU Award, an equity-based, time-vesting incentive award in respect of Buyer shares of common stock with an aggregate value equal to the PSU Replacement Incentive Award Value (as defined below), which equity award will vest on the vesting date that applied to such Seller PSU Award. For purposes of the Effective Timeforegoing, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount PSU Replacement Incentive Award Value will equal to the product of (ix) the number of Company Common Shares subject shares of Seller common stock underlying the Seller PSU Award determined based on actual performance through the Closing Date and pro-rated to such Company RSU reflect the portion of the original vesting period that has not yet lapsed as of the Closing Date and (y) the closing price of a share of Seller common stock on the Business Day immediately preceding the Closing Date as reported on the New York Stock Exchange. (b) In respect of any time-vesting restricted stock unit awards that were granted to any Transferred Employee under the Seller’s Long-Term Incentive Plan for any fiscal year other than those made with respect to fiscal year 2018 that are outstanding as of immediately prior to the Effective Time and Closing (ii) each, a “Seller RSU Award”), Seller shall ensure that the Merger Consideration, with terms of such aggregate amount being payable on awards provide for accelerated vesting upon the vesting dates applicable to such Company RSU as of immediately prior Closing to the Effective Time based proportionately on the number of Company Common Shares extent that such awards would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to in the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control).ordinary course through November

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: : (a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; ; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control).. 7