Common use of Equity-Based Awards Clause in Contracts

Equity-Based Awards. (a) At the Effective Time, each outstanding option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest and shall be converted into the right to receive, without interest, the Merger Consideration payable pursuant to Section 4.01, and the shares of Cardinal Common Stock subject to such Cardinal Stock Award will be treated in the same manner as all other shares of Cardinal Common Stock for such purposes.

Equity-Based Awards. (a) At the Effective Time, each outstanding Each option to purchase Shares granted pursuant to a Company Stock Plan (each, a “Cardinal Stock Company Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant that is outstanding immediately prior to the terms thereof shall Effective Time shall, as of the Effective Time, be converted into an option (each, a an “Replacement Adjusted Option”) to acquirepurchase, on the same terms and conditions as were applicable under to such Cardinal Stock OptionCompany Option outstanding immediately prior to the Effective Time, the number of shares of United Parent Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be Stock, rounded down to the nearest whole number. The exercise price per share (rounded up share, determined by multiplying the number of Shares subject to the next whole cent) of each Replacement Company Option shall equal (y) immediately prior to the Effective Time by the Equity Award Exchange Ratio, at an exercise price per share of shares of Cardinal Parent Common Stock that were Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the Shares otherwise purchasable pursuant to such Cardinal Stock the Company Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or outstanding immediately prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to Time divided by the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingEquity Award Exchange Ratio. (b) At the Effective Time, each Each award of restricted stock award units in respect of Shares granted under a Cardinal Company Stock Plan (each, a “Cardinal Stock 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 RSU outstanding immediately prior to the Effective Time by the Equity Award Exchange Ratio, with each Adjusted RSU to continue to be subject to the same terms and conditions as were applicable to the related Company RSU 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 is unvested or contingent and are outstanding immediately prior to the Effective Time shall fully vest and shall be deemed to be converted as of the Effective Time into the right to receivereceive (or to be credited with) the number of shares, without interestor 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, 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 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 contemplated by this Section 2.4. For the avoidance of doubt, in no event shall any holder of a Company Stock Award receive the Merger Consideration payable 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 respect of the Adjusted RSUs and the Adjusted Other Stock-Based Awards pursuant to this Section 4.01, and 2.4. (e) For the shares purposes of Cardinal Common Stock subject to such Cardinal Stock Award will be treated in the same manner as all other shares of Cardinal Common Stock for such purposes.this Section 2.4:

Equity-Based Awards. (a) At Each award of restricted share units that corresponds to Shares and vests solely based on the Effective Time, each outstanding option passage of time (each, a “Cardinal Stock OptionCompany RSU Award”) to purchase shares of Cardinal Common Stock), whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or outstanding immediately prior to the Effective Time, Cardinal shall, as of the Effective Time, shall use its reasonable best efforts be assumed by Parent and converted into a restricted unit award with respect to obtain any necessary consents from optionees 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 as of the Effective Time, shall, as of the Effective Time, be cancelled in exchange for the payment of the Merger Consideration with respect to the Cardinal Stock Plans number of Shares equal to permit replacement the total number of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be Shares with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued which such Company PSU Award has vested prior to the Effective Time. United The Surviving Corporation shall file a post-effective amendment issue to the Registration Statement holders of Company PSU 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 an effective registration statement on Form S-8 (deducted under the Code or other applicable form) any provision of state, local or foreign Tax Law with respect to the shares making of United Common Stock subject to such Replacement Optionspayment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective Time shall distribute a prospectus relating to such Form S-8, if applicableautomatically, and shall use reasonable commercial efforts to maintain the effectiveness without any required action of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingholder thereof, be cancelled without consideration. (bc) At the Effective Time, each Each award of restricted stock award granted under a Cardinal Company Common Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time (the “Company Restricted Shares,” together with the Company RSU Awards and the Company PSU Awards, the “Company Equity Awards”) shall fully vest 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 a restricted unit award representing a contractual right upon vesting to receive a number of Common Units equal to the right product obtained by multiplying (x) the number of Shares subject to receivesuch Assumed Restricted Stock Award immediately prior to the Effective Time by (y) the Equity Exchange Ratio, rounded up or down to the nearest whole Common 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 interest“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 Award that is outstanding immediately prior to the Effective Time that is held by a non-employee director of the Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in exchange for the payment of the Merger Consideration payable pursuant with respect to Section 4.01, and the shares total number of Cardinal Common Stock Shares subject to such Cardinal 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, 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 applicable Laws to 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 shares of Company Common Stock Award will 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 its 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 same manner as all other shares of Cardinal Common Stock for such purposestransactions contemplated by this Section 5.6.

Equity-Based Awards. (a) At Each award of phantom units that corresponds to Partnership Common Units and vests solely based on the Effective Time, each outstanding option passage of time (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stockincluding any Seconded Employee Phantom Awards), whether vested or unvestedunvested (“Partnership Phantom Units”), under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or outstanding immediately prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement shall, as of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United be assumed by Parent and converted into a restricted unit award representing a contractual right to receive Parent Common Units or, in the case of Seconded Employees, the right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such Assumed Restricted Unit Award shall assume be converted into a restricted unit award to receive a number of Parent Common Units (or the Cardinal Stock Plans; provided that such assumption shall only be with respect cash equivalent thereof, as applicable) equal to the Replacement Options and shall have no obligation to make any additional grants or awards under product obtained by multiplying (x) the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares number of United Partnership Common Stock Units subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding Partnership Phantom Unit immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall fully 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, including 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 measured as to performance as of the Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such Partnership Performance Award shall, with respect to the number of Partnership Common Units that are considered earned with respect thereto based on the higher of actual performance or target shall, as of the Effective Time (the “Earned Performance Units”), be assumed by Parent and converted into an Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest and solely based on continued service at the 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 the extent applicable, will 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 2021, the number of Earned Performance Units shall be converted into equal to the right to receivetarget number of units granted, without interest, the Merger Consideration payable pursuant to Section 4.01, and the shares regardless of Cardinal performance. The number of Parent Common Stock Units that are subject to such Cardinal Stock Award will Assumed Restricted Unit Awards shall be treated in equal to the same manner as number of Earned Performance Units with respect to the corresponding Partnership Performance Award, multiplied by the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Any performance units that correspond to Partnership Common Units that are not Earned Performance Units shall, upon the Effective Time, automatically be cancelled for no consideration. (c) The General Partner shall take any and all other shares actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of Cardinal Common Stock for such purposesthe Code.

Equity-Based Awards. (a) At 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 outstanding option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Cardinal Company Stock Option”) outstanding immediately prior to purchase shares of Cardinal Common Stockthe Effective Time, whether vested or unvested, under any shall, as of the Effective Time, be canceled and all plans the holder thereof shall then become entitled to receive solely, in full satisfaction of Cardinal under which stock options have been granted (collectivelythe rights of such holder with respect thereto, the “Cardinal Stock Plans”) shall vest pursuant a lump-sum cash payment, without interest, equal to the terms thereof 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 converted into an option canceled for no consideration; (b) each restricted stock unit (each, a “Replacement OptionCompany RSU”) granted prior to acquirethe 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 under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (Company RSU as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest (including any terms and shall be converted into conditions related to accelerated vesting upon a termination of the right holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to receive, without interest, the Merger Consideration payable pursuant to Section 4.01, and the shares accelerated vesting solely as a result of Cardinal Common Stock subject to such Cardinal Stock Award will be treated a change in the same manner as all other shares of Cardinal Common Stock for such purposes.control). 7

Equity-Based Awards. (a) At In respect of any performance-vesting stock unit awards that were granted to any Transferred Employee under the Effective Time, each Seller’s Long-Term Incentive Plan in respect of fiscal year 2017 and fiscal year 2018 that are outstanding option as of immediately prior to the Closing (each, a “Cardinal Stock OptionSeller 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 Seller shall be solely responsible for payment of the resulting vested portion of such awards. Buyer shall, as soon as practicable following the Closing Date, grant to purchase each holder of a Seller PSU Award, an equity-based, time-vesting incentive award in respect of Buyer shares of Cardinal Common Stockcommon stock with an aggregate value equal to the PSU Replacement Incentive Award Value (as defined below), whether vested or unvested, under any and all plans which equity award will vest on the vesting date that applied to such Seller PSU Award. For purposes of Cardinal under which stock options have been granted (collectivelythe foregoing, the “Cardinal Stock Plans”) shall vest pursuant to PSU Replacement Incentive Award Value will equal the terms thereof shall be converted into an option product of (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (ax) the number of shares of Cardinal Common Stock subject Seller common stock underlying the Seller PSU Award determined based on actual performance through the Closing Date and pro-rated to reflect the Cardinal Stock Option multiplied by (b) portion of the Exchange Ratio. Such product shall be rounded down to original vesting period that has not yet lapsed as of the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal Closing Date and (y) the exercise closing price per of a share of shares of Cardinal Common Seller common stock on the Business Day immediately preceding the Closing Date as reported on the New York Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingExchange. (b) At the Effective Time, each In respect of any time-vesting restricted stock award unit awards that were granted to any Transferred Employee under a Cardinal Stock 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 Closing (each, a “Cardinal Stock Seller RSU Award”) ), Seller shall ensure that is unvested or contingent and outstanding immediately prior the terms of such awards provide for accelerated vesting upon the Closing to the Effective Time shall fully vest and shall be converted into the right to receive, without interest, the Merger Consideration payable pursuant to Section 4.01, and the shares of Cardinal Common Stock subject to extent that such Cardinal Stock Award will be treated awards would have vested in the same manner as all other shares of Cardinal Common Stock for such purposes.ordinary course through November

Equity-Based Awards. (a) At Except as provided in Section 2.04(d), the terms of each outstanding compensatory option to purchase shares of Company Stock (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 option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant immediately prior to the terms thereof Effective Time shall be converted into an option (each, a an “Replacement Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Company Stock OptionOption immediately prior to the Effective Time, the number of shares of United Parent Class A Common Stock equal to the product of (a) the i)the number of shares of Cardinal Common Company Stock subject to the Cardinal such Company Stock Option immediately prior to the Effective Time multiplied by (bii) the Exchange Ratio. Such product shall be , with any fractional shares rounded down to the nearest next lower whole numbernumber of shares. The exercise price per share of Parent Class A Common Stock subject to any such Adjusted Option will be an amount (rounded up to the next nearest whole cent) equal to the quotient of each Replacement Option shall equal (yA) the exercise price per share of shares of Cardinal Common Company Stock that were purchasable pursuant subject to such Cardinal Company Stock Option immediately prior to the Effective Time divided by (zB) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, each Cardinal if the conversion of a Company Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements preceding provisions of this Section 424 2.04(a) would cause the related Adjusted Option to be treated as the grant of the Code and all other options shall be adjusted in a manner that maintains the options exemption from new stock right for purposes of Section 409A of the Code. At or prior , such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to Parent and the Effective Time, Cardinal shall use its reasonable best efforts Company that would not cause the related Adjusted Option to obtain any necessary consents from optionees with respect to be treated as the Cardinal Stock Plans to permit replacement grant of the outstanding Cardinal Stock Options by United pursuant to this new stock right for purposes of Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding.409A. (b) At Except as provided in Section 2.04(c) and Section 2.04(d), the terms of each outstanding restricted stock unit or deferred stock unit that, in either case, is settleable in shares of Company Stock (a “Company RSU”), whether or not vested, shall be adjusted as necessary to provide that, at the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and Company RSU outstanding immediately prior to the Effective Time shall fully vest and shall be converted into a RSU (each, an “Adjusted RSU”) to acquire, on the right same terms and conditions as were applicable under such Company RSU immediately prior to receive, without interestthe Effective Time, the Merger Consideration payable pursuant number of shares of Parent Class A Common Stock equal to Section 4.01the product of (i) the number of shares of Company Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. (c) At or promptly after the Effective Time, each outstanding Company RSU (each, a “Director RSU”) held by a non-employee director or former non-employee director of the Company (each, a “Director”), whether or not vested, shall be canceled, and the Company shall pay each such Director at or promptly after the Effective Time for each such Director RSU an amount in cash computed by first determining the Adjusted RSU that such Director would receive if the Director RSU held by such Director was converted into an Adjusted RSU pursuant to the methodology described in Section 2.04(b) (each, a “Notional Adjusted RSU”) and then multiplying (i) the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time by (ii) the number of shares of Cardinal Parent Class A Common Stock with respect to the Notional Adjusted RSUs. (d) (i) At or promptly after the Effective Time, each outstanding Company Stock Option (each, a “Former Employee Option”) held by a former employee or individual contractor of the Company (each, a “Former Employee”), whether or not exercisable or vested, shall be cancelled, and the Company shall pay each such Former Employee at or promptly after the Effective Time for each such Former Employee Option an amount in cash computed by first determining the Adjusted Option that such Former Employee would receive if the Former Employee Option held by such Former Employee was converted into an Adjusted Option pursuant to the methodology described in Section 2.04(a) (each, a “Notional Adjusted Option”) and then multiplying (A) the excess of the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time over the per share exercise price of such Notional Adjusted Option, if any, by (B) the number of shares of Company Stock subject to such Notional Adjusted Option to the extent unexercised. For the avoidance of doubt, all Former Company Options outstanding as of the Effective Time that have a per share exercise price equal to or exceeding the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time shall be immediately cancelled and forfeited without any liability on the part of the Surviving Corporation or Parent. (ii) At or promptly after the Effective Time, each outstanding Company RSU (each, a “Former Employee RSU”) held by a Former Employee, whether or not vested, shall be canceled, and the Company shall pay each such Former Employee at or promptly after the Effective Time for each such Former Employee RSU an amount in cash computed by first determining the number of Notional Adjusted RSUs held by such Former Employee and then multiplying (A) the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time by (B) the number of shares of Parent Class A Common Stock with respect to the Notional Adjusted RSUs. (e) Parent shall take such actions as are necessary for the assumption of the Company Stock Options and Company RSUs pursuant to Sections 2.04(a) and (b), including the reservation, issuance and listing of Parent Class A Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.04. 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 Class A Common Stock subject to the Company Stock Options and Company RSUs to be assumed by Parent and, where applicable, shall use its reasonable best efforts to have such Cardinal 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 Award Options and Company RSUs (and to maintain the current status of the prospectus contained therein) for so long as any Company Stock Option or any Company RSU remains outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be treated subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any Company Stock Option and any Company RSU assumed pursuant to this Section 2.04 in a manner that complies with Rule 16b-3 promulgated under the same manner as all other shares of Cardinal Common 1934 Act to the extent such Company Stock for Option or such purposesCompany RSU complied with such rule prior to the Merger. (f) Prior to the Effective Time, the Company shall take any actions with respect to equity compensation plans or arrangements that are necessary to give effect to the transactions contemplated by this Section 2.04.

Equity-Based Awards. (a) At As of the Effective Time, each outstanding option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Company Common StockStock granted under any Company Benefit Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted unvested (collectively, the “Cardinal Stock Plans”) "Company Options"), shall vest be cancelled in accordance with its terms and the terms of the plan pursuant to the terms thereof shall be which it was granted and converted into an option (eachthe right of the holder thereof to receive from the Parent, and Parent shall pay or cause to be paid to each such holder of Company Options, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock lump sum cash payment equal to the product of (ai) the number of shares of Cardinal Company Common Stock subject to the Cardinal Stock such Company Option multiplied by and (bii) the Exchange Ratio. Such product shall be rounded down to excess, if any, of the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) Merger Consideration over the exercise price per share of shares of Cardinal Company Common Stock that were purchasable pursuant to under such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingCompany Option. (b) At As of the Effective Time, each restricted grant of stock award granted appreciation rights ("SARs") under a Cardinal Stock any Company Benefit Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time (collectively, the "Company SARs") shall be fully vest vested and, at the Effective Time, cancelled in accordance with its terms and the terms of the plan pursuant to which it was granted, and each such Company SAR shall be converted into the right of the holder thereof to receivereceive from the Parent, without interestand Parent shall pay or cause to be paid to the holder thereof, at the Effective Time, a lump sum cash payment equal to (x) the aggregate amount, if any, by which the Merger Consideration payable pursuant exceeds the base prices of the Company SARs held, by such holder. (c) As of the Effective Time, each restricted share of Company Common Stock granted under a Company Benefit Plan that is outstanding immediately prior to Section 4.01the Effective Time (collectively, the "Company Restricted Shares") shall be fully vested, and each such Company Restricted Share will by virtue of the Merger be cancelled and converted into the right of the holder thereof to receive from Parent, and Parent shall pay or cause to be paid to each such holder of Company Restricted Shares at the Effective Time, a lump sum cash payment equal to (x) the Merger Consideration multiplied by (y) the number of Company Restricted Shares held by such holder. (d) Prior to the Effective Time, the Company shall take all such steps as may be necessary or appropriate to cause any disposition of shares of Cardinal Company Common Stock subject in connection with the consummation of the Transactions contemplated by this Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such Cardinal Stock Award will be treated actions specified in the same manner as all other shares of Cardinal Common Stock for such purposesNo-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Me▇▇▇▇▇ & Fl▇▇, LLP.

Equity-Based Awards. (a) At As of the Effective Time, each outstanding option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Company Common StockStock granted under any Company Benefit Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted unvested (collectively, the “Cardinal Stock PlansCompany Options”) ), shall vest be cancelled in accordance with its terms and the terms of the plan pursuant to the terms thereof shall be which it was granted and converted into an option (eachthe right of the holder thereof to receive from the Parent, and Parent shall pay or cause to be paid to each such holder of Company Options, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock lump sum cash payment equal to the product of (ai) the number of shares of Cardinal Company Common Stock subject to the Cardinal Stock such Company Option multiplied by and (bii) the Exchange Ratio. Such product shall be rounded down to excess, if any, of the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) Merger Consideration over the exercise price per share of shares of Cardinal Company Common Stock that were purchasable pursuant to under such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingCompany Option. (b) At As of the Effective Time, each restricted grant of stock award granted under a Cardinal Stock Plan appreciation rights (each, a “Cardinal Stock AwardSARs”) under any Company Benefit Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (collectively, the “Company SARs”) shall be fully vest vested and, at the Effective Time, cancelled in accordance with its terms and the terms of the plan pursuant to which it was granted, and each such Company SAR shall be converted into the right of the holder thereof to receivereceive from the Parent, without interestand Parent shall pay or cause to be paid to the holder thereof, at the Effective Time, a lump sum cash payment equal to (x) the aggregate amount, if any, by which the Merger Consideration payable pursuant exceeds the base prices of the Company SARs held, by such holder. (c) As of the Effective Time, each restricted share of Company Common Stock granted under a Company Benefit Plan that is outstanding immediately prior to Section 4.01the Effective Time (collectively, the “Company Restricted Shares”) shall be fully vested, and each such Company Restricted Share will by virtue of the Merger be cancelled and converted into the right of the holder thereof to receive from Parent, and Parent shall pay or cause to be paid to each such holder of Company Restricted Shares at the Effective Time, a lump sum cash payment equal to (x) the Merger Consideration multiplied by (y) the number of Company Restricted Shares held by such holder. (d) Prior to the Effective Time, the Company shall take all such steps as may be necessary or appropriate to cause any disposition of shares of Cardinal Company Common Stock subject in connection with the consummation of the Transactions contemplated by this Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such Cardinal Stock Award will be treated actions specified in the same manner as all other shares of Cardinal Common Stock for such purposesNo-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP.

Equity-Based Awards. (a) At Each award of restricted share units that corresponds to Shares and vests solely based on the Effective Time, each outstanding option passage of time (each, a “Cardinal Stock OptionCompany RSU Award”) to purchase shares of Cardinal Common Stock), whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or outstanding immediately prior to the Effective Time, Cardinal shall, as of the Effective Time, shall use its reasonable best efforts be assumed by Parent and converted into a restricted unit award with respect to obtain any necessary consents from optionees 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 as of the Effective Time, shall, as of the Effective Time, be cancelled in exchange for the payment of the Merger Consideration with respect to the Cardinal Stock Plans number of Shares equal to permit replacement the total number of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be Shares with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued which such Company PSU Award has vested prior to the Effective Time. United The Surviving Corporation shall file a post-effective amendment issue to the Registration Statement holders of Company PSU 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 an effective registration statement on Form S-8 (deducted under the Code or other applicable form) any provision of state, local or foreign Tax Law with respect to the shares making of United Common Stock subject to such Replacement Optionspayment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective Time shall distribute a prospectus relating to such Form S-8, if applicableautomatically, and shall use reasonable commercial efforts to maintain the effectiveness without any required action of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingholder thereof, be cancelled without consideration. (bc) At the Effective Time, each Each award of restricted stock award granted under a Cardinal Company Common Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time (the “Company Restricted Shares,” together with the Company RSU Awards and the Company Table of Contents PSU Awards, the “Company Equity Awards”) shall fully vest 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 a restricted unit award representing a contractual right upon vesting to receive a number of Common Units equal to the right product obtained by multiplying (x) the number of Shares subject to receivesuch Assumed Restricted Stock Award immediately prior to the Effective Time by (y) the Equity Exchange Ratio, rounded up or down to the nearest whole Common 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 interest“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 Award that is outstanding immediately prior to the Effective Time that is held by a non-employee director of the Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in exchange for the payment of the Merger Consideration payable pursuant with respect to Section 4.01, and the shares total number of Cardinal Common Stock Shares subject to such Cardinal 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, 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 applicable Laws to 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 shares of Company Common Stock Award will 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 its 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 same manner as all other shares of Cardinal Common Stock for such purposestransactions contemplated by this Section 5.6.

Equity-Based Awards. (a) At the Effective Time, each Global Restricted Share that is outstanding option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant unvested immediately prior to the Effective Time (excluding any Global Restricted Share that becomes fully vested and nonforfeitable at the Effective Time in accordance with the terms thereof shall of the applicable award agreement) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option (each, a “Replacement Option”) to acquirecancelled and converted, on the same terms and conditions (including vesting) as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant applied to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or Global Restricted Share immediately prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect into the number of restricted shares of Crown Common Stock (the "Converted Restricted Shares") that is equal to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective TimeConsideration, United shall assume the Cardinal Stock Plans; provided that such assumption all fractional Converted Restricted Shares to which a single holder would be entitled shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingaggregated. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan Global Deferred Share (each, a “Cardinal Stock Award”as defined in Section 3.2(a)) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, on the same terms and conditions (including vesting) as applied to such Global Deferred Share immediately prior to the Effective Time, into the number of deferred shares with respect to Crown Common Stock (the "Converted Deferred Shares") that is equal to the Stock Consideration, provided that all fractional Converted Deferred Shares to which a single holder would be entitled shall be converted into aggregated. (c) At the right Effective Time, Crown shall assume the obligations and succeed to receivethe rights of Global under Global's Omnibus Stock Incentive Plan (as amended December 21, without interest, 2005) (the Merger Consideration payable pursuant "Omnibus Plan") with respect to Section 4.01, the Converted Restricted Shares and the Converted Deferred Shares. Crown shall take all action reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Cardinal Common Stock subject to such Cardinal Stock Award will be treated in the same manner as all other shares of Cardinal Crown Common Stock for such purposesdelivery with respect to the Converted Restricted Shares and the settlement of the Converted Deferred Shares. Promptly after the Effective Time, Crown shall either (i) prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of shares of Crown Common Stock necessary to fulfill Crown's obligations under this Section 2.2 or (ii) assume the Converted Restricted Shares and Converted Deferred Shares under an existing equity incentive plan with respect to which a registration statement on Form S-8 (or other appropriate form) is effective. (d) Global shall ensure that following the Effective Time, no holder of a Global Restricted Share, Global Deferred Share, Global Option (as defined in Section 2.3(a)) or Global Warrant (as defined in Section 2.3(b)) (or former holder thereof) or any current or former participant in the Omnibus Plan or any other Global Benefit Plan (as defined in Section 3.14(a)) or Global Benefit Agreement (as defined in Section 3.14(a)) shall have any right thereunder to acquire any capital stock of Global, any Global Subsidiary or the Surviving Company or any other equity interest therein (including "phantom" stock or stock appreciation rights). (e) Prior to the Effective Time, each of Global and Crown shall cause any dispositions of Global Common Stock (including derivative securities with respect to Global Common Stock) or acquisitions of Crown Common Stock (including derivative securities with respect to Crown Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act (as defined in Section 3.5) with respect to Global or Crown to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Equity-Based Awards. Prior to the Effective Time, the Partnership Board (or, if appropriate, any committee thereof administering the Partnership Equity Plans) shall adopt such resolutions as may be required to provide that: (a) At at the Effective Time, each outstanding option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option Partnership Phantom Unit that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest be canceled and the holder of such Partnership Phantom Unit shall be converted into entitled to receive solely, in full satisfaction of the right to receiverights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the sum of (i) (A) the Merger Consideration payable pursuant to Section 4.01, and multiplied by (B) the shares number of Cardinal Common Stock Partnership Units that are subject to such Cardinal Stock Award Partnership Phantom Unit immediately prior to the Effective Time plus (ii) to the extent unpaid as of the Effective Time, all amounts accumulated in respect of any Partnership DERs granted with respect to such Partnership Phantom Unit (with respect to each Partnership Phantom Unit, the sum of the amounts described in the foregoing clauses (i) and (ii), the “Partnership Phantom Unit Payment Amount”), provided that (x) the Partnership Phantom Unit Payment Amount payable upon the settlement of each Off-Cycle Partnership Phantom Unit and each Specified Annual Partnership Phantom Unit (as applicable) shall be pro-rated (based on the number of days in the applicable vesting period) for the portion of the applicable vesting period in respect of such Off-Cycle Partnership Phantom Unit or Specified Annual Partnership Phantom Unit (as applicable) that elapses prior to the Effective Time (each such amount, a “Pro-Rated Partnership Phantom Unit Payment Amount”) and the remainder will be treated forfeited for no payment and (y) in the same manner case of each Specified Annual Partnership Phantom Unit, the amount paid in respect of the settlement of such Specified Annual Partnership Phantom Unit shall equal the lesser of (1) the Pro-Rated Partnership Phantom Unit Payment Amount multiplied by two and (2) the applicable Partnership Phantom Unit Payment Amount; (b) at the Effective Time, each Partnership Performance Unit that is outstanding immediately prior to the Effective Time shall be canceled and the holder of such Partnership Performance Unit shall be 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 sum of (i) (A) the Merger Consideration multiplied by (B) the number of Partnership Units that are subject to such Partnership Performance Unit immediately prior to the Effective Time (based on a payout performance multiplier of 100%) plus (ii) to the extent unpaid as of the Effective Time, all other shares amounts accumulated in respect of Cardinal Common Stock any Partnership DERs granted with respect to such Partnership Performance Unit (based upon a payout performance multiplier of 100) (with respect to each Partnership Performance Unit, the sum of the amounts described in the foregoing clauses (i) and (ii), the “Partnership Performance Unit Payment Amount”), provided that (x) the Partnership Performance Unit Payment Amount payable upon the settlement of each Off-Cycle Partnership Performance Unit and each Specified Annual Partnership Performance Unit (as applicable) shall be pro-rated (based on the number of days in the applicable performance period) for the portion of the applicable performance period in respect of such purposesOff-Cycle Partnership Performance Unit or Specified Annual Partnership Performance Unit (as applicable) that elapses prior to the Effective Time (each such amount, a “Pro-Rated Partnership Performance Unit Payment Amount”) and the remainder will be forfeited for no payment and (y) in the case of each Specified Annual Partnership Performance Unit, the amount paid in respect of the settlement of such Specified Annual Partnership Performance Unit shall equal the lesser of (1) the Pro-Rated Partnership Performance Unit Payment Amount multiplied by two and (2) the applicable Partnership Performance Unit Payment Amount; (c) at the Effective Time, each Partnership Director Deferred Unit that is outstanding immediately prior to the Effective Time shall be canceled and the holder of such Partnership Director Deferred Unit shall be 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 sum of (i) (A) the Merger Consideration multiplied by (B) the number of Partnership Units that are subject to such Partnership Director Deferred Unit immediately prior to the Effective Time plus (ii) to the extent unpaid as of the Effective Time, all amounts accumulated in respect of any Partnership DERs granted with respect to such Partnership Director Deferred Unit; and (d) at the Effective Time, each Partnership Deferral Unit that is outstanding immediately prior to the Effective Time shall be canceled and the holder of such Partnership Deferral Unit shall be 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 sum of (i) (A) the Merger Consideration multiplied by (B) the number of Partnership Units that are subject to such Partnership Deferral Unit immediately prior to the Effective Time plus (ii) to the extent unpaid as of the Effective Time, all amounts accumulated in respect of any Partnership DERs granted with respect to such Partnership Deferral Unit.

Equity-Based Awards. (a) At Except as provided in Section 2.04(d), the terms of each outstanding compensatory option to purchase shares of Company Stock (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 option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant immediately prior to the terms thereof Effective Time shall be converted into an option (each, a an “Replacement Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Company Stock OptionOption immediately prior to the Effective Time, the number of shares of United Parent Class A Common Stock equal to the product of (a) the i)the number of shares of Cardinal Common Company Stock subject to the Cardinal such Company Stock Option immediately prior to the Effective Time multiplied by (bii) the Exchange Ratio. Such product shall be , with any fractional shares rounded down to the nearest next lower whole numbernumber of shares. The exercise price per share of Parent Class A Common Stock subject to any such Adjusted Option will be an amount (rounded up to the next nearest whole cent) equal to the quotient of each Replacement Option shall equal (yA) the exercise price per share of shares of Cardinal Common Company Stock that were purchasable pursuant subject to such Cardinal Company Stock Option immediately prior to the Effective Time divided by (zB) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, each Cardinal if the conversion of a Company Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements preceding provisions of this Section 424 2.04(a) would cause the related Adjusted Option to be treated as the grant of the Code and all other options shall be adjusted in a manner that maintains the options exemption from new stock right for purposes of Section 409A of the Code. At or prior , such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to Parent and the Effective Time, Cardinal shall use its reasonable best efforts Company that would not cause the related Adjusted Option to obtain any necessary consents from optionees with respect to be treated as the Cardinal Stock Plans to permit replacement grant of the outstanding Cardinal Stock Options by United pursuant to this new stock right for purposes of Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding.409A. (b) At Except as provided in Section 2.04(c) and Section 2.04(d), the terms of each outstanding restricted stock unit or deferred stock unit that, in either case, is settleable in shares of Company Stock (a “Company RSU”), whether or not vested, shall be adjusted as necessary to provide that, at the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and Company RSU outstanding immediately prior to the Effective Time shall fully vest and shall be converted into a RSU (each, an “Adjusted RSU”) to acquire, on the right same terms and conditions as were applicable under such Company RSU immediately prior to receive, without interestthe Effective Time, the Merger Consideration payable pursuant to Section 4.01, and the number of shares of Cardinal Parent Class A Common Stock equal to the product of (i) the number of shares of Company Stock subject to such Cardinal Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. (c) At or promptly after the Effective Time, each outstanding Company RSU (each, a “Director RSU”) held by a non-employee director or former non-employee director of the Company (each, a “Director”), whether or not vested, shall be canceled, and the Company shall pay each such Director at or promptly after the Effective Time for each such Director RSU an amount in cash computed by first determining the Adjusted RSU that such Director would receive if the Director RSU held by such Director was converted into an Adjusted RSU pursuant to the methodology described in Section 2.04(b) (each, a “Notional Adjusted RSU”) and then multiplying (i) the closing sale price of a share of Parent Class A Common Stock Award will be treated in on NASDAQ on the same manner as all other trading day immediately preceding the Effective Time by (ii) the number of shares of Cardinal Parent Class A Common Stock with respect to the Notional Adjusted RSUs. (d) (i) At or promptly after the Effective Time, each outstanding Company Stock Option (each, a “Former Employee Option”) held by a former employee or individual contractor of the Company (each, a “Former Employee”), whether or not exercisable or vested, shall be cancelled, and the Company shall pay each such Former Employee at or promptly after the Effective Time for each such purposesFormer Employee Option an amount in cash computed by first determining the Adjusted Option that such Former Employee would receive if the Former Employee Option held by such Former Employee was converted into an Adjusted Option pursuant to the methodology described in Section 2.04(a) (each, a “Notional Adjusted Option”) and then multiplying (A) the excess of the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time over the per share exercise price of such Notional Adjusted Option, if any, by (B) the number of shares of Company Stock subject to such Notional Adjusted Option to the extent unexercised. For the avoidance of doubt, all Former Company Options outstanding as of the Effective Time that have a per share exercise price equal to or exceeding the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time shall be immediately cancelled and forfeited without any liability on the part of the Surviving Corporation or Parent.

Equity-Based Awards. (a) At Each option to purchase Shares (other than an option granted pursuant to the Effective Time, each outstanding option Company ESPP) (each, a “Cardinal Stock Company Option”) to purchase shares of Cardinal Common Stock), whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant that is outstanding immediately prior to the terms thereof shall Effective Time, shall, as of the Effective Time, become fully vested and be converted into the right to receive an option amount in cash equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Equity Award Consideration over the exercise price per Share subject to such Company Option. The Surviving Corporation or one of its Subsidiaries, as applicable, shall pay to the holders of Company Options the cash amounts 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 business days following the Effective Time. (b) Each award of restricted stock units (other than 2014 LTIP Units) that corresponds to Shares and that is outstanding as of the date hereof (each, a “Replacement OptionCompany RSU Award”), whether vested or unvested, that is also outstanding immediately prior to the Effective Time, shall, as of the Effective Time, become fully vested and be converted into the right to receive an amount in cash equal to the product of (i) the total number of restricted stock units subject to such Company RSU Award immediately prior to the Effective Time (assuming the satisfaction of any applicable performance criteria at 100% of target level) multiplied by (ii) the Equity Award Consideration. The Surviving Corporation shall pay to the holders of Company RSU Awards the cash amounts described in the immediately preceding sentence (together with any dividend equivalents corresponding to Company RSU Awards that vest in accordance with this Section 5.6(b)), 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 payments, within five business days following the Effective Time. (c) Each award of restricted Shares that is outstanding as of the date hereof that is also outstanding and unvested immediately prior to the Effective Time (the “Restricted Shares” and, together with the Company Options and Company RSU Awards, the “Company Equity Awards”) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, vest and the restrictions with respect thereto shall lapse, and each share of Company Common Stock subject to acquiresuch grant of Restricted Shares shall be converted into cash, Common Units or a combination of cash and Common Units in accordance with Section 2.1, depending on whether the holder of such Restricted Shares makes a Mixed Election, Cash Election or a Common Unit Election and subject to the terms and conditions of Section 2.1. Unless the holder of such Restricted Shares shall have remitted to the Company the amount required to be withheld with respect to the vesting and lapse of restrictions on the Restricted Shares under the Code or any provision of state, local or foreign Tax Law, the consideration to be received by such holder pursuant to Section 2.1 shall be reduced by the amount required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares. Such reduction shall come first from the cash portion of the consideration payable to the holder of the Restricted Shares under Section 2.1, if any, and if there is no cash portion of such consideration or if the cash portion is not sufficient to satisfy the amount required to be deducted and withheld with respect to vesting and lapse of such restrictions on the Restricted Shares, then the number of Common Units to be received by the holder of such Restricted Shares pursuant to Section 2.1 shall be reduced by a number of Common Units (rounded up to the nearest whole unit with cash payable in respect of the resulting fractional unit) equal to (i) the amount (or additional amount, as the case may be) required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares divided by (ii) the closing price of one Common Unit on the New York Stock Exchange on the day prior to the Closing Date, as reflected in the Wall Street Journal. (d) Each award of restricted Shares that is granted under the Company’s 2013 Equity Incentive Plan (the “Company 2013 EIP”) after the date hereof as permitted under Section 5.1(b) and that remains outstanding and unvested as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Share”) shall be converted as of the Effective Time into (i) a restricted unit award (an “Adjusted Restricted Unit”), with the same terms and conditions as were applicable under to such Cardinal Stock OptionPost-Signing Restricted Share immediately prior to the Effective Time, covering the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be Units, rounded down to the nearest whole number. The exercise price per share (rounded up Common Unit, determined by multiplying the number of Shares subject to such award immediately prior to the next whole centEffective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of each Replacement Option any fractional Adjusted Restricted Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall equal be payable as soon as reasonably practicable (ybut in no event later than five business days) following the Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Restricted Share, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the exercise price per share Adjusted Restricted Unit shall vest without regard to the satisfaction of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted any performance criteria in accordance with the requirements of terms set forth in Section 424 5.1(b) of the Code Company Disclosure Schedule). (e) Each award of restricted stock units that corresponds to Shares that is granted under the Company 2013 EIP after the date hereof as permitted under Section 5.1(b) and all other options that remains outstanding or payable as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Unit”) shall be adjusted in a manner that maintains the options exemption from Section 409A converted as of the Code. At or Effective Time into (i) a phantom unit award (an “Adjusted Phantom Unit”), with the same terms and conditions as were applicable to such Post-Signing Restricted Unit immediately prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect covering the number of Common Units, rounded down to the Cardinal Stock Plans to permit replacement nearest whole Common Unit, determined by multiplying the number of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock Shares subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be converted into payable as soon as reasonably practicable (but in no event later than five business days) following the right Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to receive, without interest, the Merger Consideration be payable pursuant to Section 4.01409A of the Code with respect to a Post-Signing Restricted Unit, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the shares Adjusted Phantom Unit shall vest in accordance with the terms set forth in Section 5.1(b) of Cardinal the Company Disclosure Schedule). (f) Each award of restricted stock units that corresponds to Shares that were granted under the Company 2013 EIP in 2014 prior to the date of this Agreement and that are specified on Section 5.6(f) of the Company Disclosure Schedule (each, a “2014 LTIP Unit”) shall be converted as of the Effective Time into (i) an Adjusted Phantom Unit, with the same terms and conditions as were applicable to such 2014 LTIP Unit immediately prior to the Effective Time, covering the number of Common Stock Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such Cardinal Stock 2014 LTIP Unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award will be treated Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the same manner amount set forth in Section 2.1(d), which cash shall be payable as all soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a 2014 LTIP Unit, the payment shall instead be made at the time specified in the Company 2013 EIP). Such Adjusted Phantom Unit shall vest on January 2, 2015, provided that the holder thereof remains in continuous employment by the Surviving Corporation or its Subsidiaries through such date (or, if earlier, to the extent provided in a grantee’s employment agreement or the applicable 2014 LTIP Unit award agreement, upon the grantee’s termination of employment by the Surviving Corporation without “cause” or resignation for “good reason” or due to a “constructive termination” prior to such date) and shall be settled by the delivery of Common Units (net of applicable tax withholdings, which may be effected through the withholding of Common Units if elected by the grantee) on January 2, 2015 (or, if earlier, promptly following vesting). (g) The then-current offering period under the Susser Holdings Corporation 2008 Employee Stock Purchase Plan (the “Company ESPP”) shall terminate immediately prior to the Effective Time, with each participant in the Company ESPP at such time being entitled to receive from the Surviving Corporation an amount, in cash, equal to the product of (i) the Equity Award Consideration multiplied by (ii) the number of Shares such participant would have been able to purchase with the balance of his or her payroll account under the Company ESPP if the Closing Date had been the applicable “purchase date” under the Company ESPP for the then-current offering period, 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 payments, within five business days following the Effective Time. Each participant in the Company ESPP described in the preceding sentence shall have no further rights or benefits under the Company ESPP other shares than as described in the preceding sentence. (h) For purposes of Cardinal this Section 5.6, (i) “Equity Award Consideration” means the closing price of one Share on the New York Stock Exchange on the trading day prior to the Closing Date, as reflected in the Wall Street Journal, and (ii) “Equity Award Exchange Ratio” means the number equal to the quotient obtained by dividing (A) the Equity Award Consideration by (B) the closing price of one Common Unit on the New York Stock for such purposesExchange on the trading day prior to the Closing Date, as reflected in the Wall Street Journal.

Equity-Based Awards. (a) At As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the following: (i) (A) prior to the Effective Time, each outstanding option (each, a “Cardinal unvested Company Stock Option”) to purchase Option shall automatically accelerate so that each such Company Stock Option shall become fully exercisable for all shares of Cardinal Company Common StockStock at the time subject to such Company Stock Option and may be exercised by the holder thereof for any or all of such shares and (B) upon the Effective Time, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal outstanding Company Stock Plans”) shall vest pursuant to the terms thereof Options shall be converted into canceled, with the holder of each Company Stock Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an option amount in cash equal to (eachx) the excess, a “Replacement Option”) if any, of the per share Merger Consideration over the exercise price per share of Company Common Stock subject to acquire, on the same terms and conditions as were applicable under such Cardinal Company Stock Option, the number of shares of United Common Stock equal to multiplied by (ay) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Company Common Stock subject to such Replacement OptionsCompany Stock Option; provided that all amounts payable pursuant to this clause (i) shall be subject to any required withholding of taxes or proof of eligibility for exemption therefrom and shall be paid at or as soon as practicable following the Effective Time, without interest; (ii) each share of Company Restricted Stock shall distribute a prospectus relating be adjusted as necessary to provide that the restrictions on such Form S-8, if applicableshare shall lapse at the Effective Time, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At at the Effective Time, each restricted stock award granted under a Cardinal share of Company Restricted Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest and shall be converted into the right to receive the Merger Consideration in accordance with Section 2.01(c), subject to any applicable withholding pursuant to Section 2.02(h); (iii) upon the Effective Time, each Company Stock-Based Award that is a performance share unit award (a “Company Performance Share Unit Award”) and that is outstanding shall be canceled, with the holder thereof becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (A) the Merger Consideration multiplied by (B) a number of shares of Company Common Stock determined by multiplying the target number of shares of Company Common Stock subject to such Company Performance Share Unit Award as of the Effective Time by a fraction, the numerator of which is the sum of 365 and the number of days that have elapsed during the applicable performance cycle prior to the Effective Time and the denominator of which is the total number of days in the applicable performance cycle; provided that in no event shall the number of shares of Company Common Stock determined pursuant to the formula in the foregoing clause (B) exceed 100% of the target number of shares subject to a Company Performance Share Unit Award; provided further that all amounts payable pursuant to this clause (iii) shall be subject to any required withholding of taxes or proof of eligibility for exemption therefrom and shall be paid at or as soon as practicable following the Effective Time, without interest; (iv) upon the Effective Time, each outstanding Company Stock-Based Award that is not a Company Performance Share Unit Award shall be canceled, with the holder thereof becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (A) the Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company Stock-Based Award as of the Effective Time; provided that all amounts payable pursuant to Section 4.01this clause (iv) shall be subject to any required withholding of taxes or proof of eligibility for exemption therefrom and shall be paid at or as soon as practicable following the Effective Time, without interest; and (v) make such other changes to the Company Stock Plans as Parent and the Company may reasonably agree are appropriate to give effect to the Merger. (b) As soon as reasonably practicable following the date of this Agreement, the Company shall take all actions with respect to the 1996 ESPP as are necessary to provide that (i) participation in the 1996 ESPP shall be limited to those employees who were participants on the date of this Agreement, (ii) such participants may not increase their payroll deduction elections or purchase elections from those in effect on the date of this Agreement, (iii) any purchase rights under the 1996 ESPP outstanding immediately before the Effective Time shall be used to purchase shares of Company Common Stock in accordance with the terms of the 1996 ESPP, and the shares of Cardinal Company Common Stock purchased thereunder shall be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 2.01(c), subject to applicable withholding pursuant to Section 2.02(h), (iv) there shall not be any additional accumulation periods under the 1996 ESPP (each, an “ESPP Accumulation Period”) commencing following the date of this Agreement under the 1996 ESPP and (v) the 1996 ESPP shall be suspended following the close of the current ESPP Accumulation Periods and shall terminate, either at such Cardinal Stock Award will time or effective immediately before the Effective Time. (c) As soon as reasonably practicable following the date of this Agreement, the Company shall take all actions with respect to the UK ESPP as may be treated required to effect the following: (i) within 20 business days following the date of this Agreement, the UK ESPP and all partnership share agreements with respect thereto shall terminate, and following such termination, no participants in the same manner as all UK ESPP shall have any rights with respect to the UK ESPP or any partnership share agreement, other than rights with respect to shares of Cardinal Company Common Stock for held in the trust pursuant to the UK ESPP (the “UK ESPP Trust”) and (ii) at the Effective Time, each share of Company Common Stock then held by the UK ESPP Trust shall be converted into the right to receive the Merger Consideration in accordance with Section 2.01(c), subject to any applicable withholding pursuant to Section 2.02(h). (d) The Company shall ensure that, as of the Effective Time, all rights to acquire shares of Company Common Stock, Company Stock Options, Company Restricted Stock, Company Stock-Based Awards or any other interests in respect of any capital stock (including any “phantom” stock, stock appreciation rights or performance units) of the Company or the Surviving Corporation shall be converted into the cash consideration specified with respect thereto pursuant to this Agreement and, upon the payment of such purposescash consideration, no such rights shall thereafter remain outstanding.

Equity-Based Awards. (a) At 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 option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant immediately prior to the terms thereof Effective Time shall be converted into replaced by and substituted for an option (each, a an “Replacement Adjusted MM Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock OptionOption immediately prior to the Effective Time, the number of shares of United Surviving Corporation Common Stock equal to the product of (ai) the number of shares of Cardinal Company Common Stock subject to such Option immediately prior to the Cardinal Stock Option Effective Time multiplied by (bii) the Exchange Ratio. Such product shall be , with any fractional shares rounded down to the nearest next lower whole numbernumber of shares. The exercise price per share (rounded up of Surviving Corporation Common Stock subject to any such Adjusted MM Option will be an amount equal to the next whole cent) quotient of each Replacement Option shall equal (yA) the exercise price per share of shares of Cardinal Company Common Stock that were purchasable pursuant subject to such Cardinal Stock Option immediately prior to the Effective Time divided by (zB) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, each Cardinal Stock if the conversion of an Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements preceding provisions of this Section 424 5.12(a) would cause the related Adjusted MM Option to be treated as the grant of the Code and all other options shall be adjusted in a manner that maintains the options exemption from new stock right for purposes of Section 409A of the Code. At , 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 would not cause the related Adjusted MM Option to be treated as the grant of new stock right for purposes of Section 409A. For avoidance of doubt, each Adjusted MM Option shall be vested to the same extent to which the Option for which it was substituted was vested before or prior to as of the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At 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 restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and Unvested Company RSU outstanding immediately prior to the Effective Time shall fully vest be replaced by and shall be converted into substituted for a restricted stock unit (each, an “Adjusted MM RSU”) to acquire, on the right same terms and conditions as were applicable under such Unvested Company RSU immediately prior to receive, without interestthe Effective Time, the Merger Consideration payable pursuant to Section 4.01, and the number of shares of Cardinal Surviving Corporation Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Cardinal Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange 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 that is outstanding immediately prior to the Effective Time and becomes vested by its terms before or as of the Effective Time (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 deemed to be vested immediately prior to the Effective Time) (a “Vested Company RSU”) shall receive the number of shares of Company Common Stock Award subject to such Vested Company RSU in accordance with the terms and conditions of such Vested Company RSU, including any terms and conditions regarding any Taxes required by applicable Law to be withheld, if any, with respect to the vesting 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 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 prospectus contained therein) for so long as any Adjusted MM Option or any Adjusted MM RSU remains outstanding. (e) With respect to those individuals, if any, who, subsequent to the Effective Time, will be treated subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, the Surviving Corporation shall administer any Adjusted MM Option and any Adjusted MM RSU assumed pursuant to 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 provided in this Section 5.12 shall constitute the substitution of “Plan Awards” (as defined in the same manner as all other shares Company Option Plan) for equivalent awards of Cardinal Common Stock the Surviving Corporation for purposes of the Company Option Plan and such purposesPlan Awards.

Equity-Based Awards. (a) At Except as provided in Section 2.04(d), the terms of each outstanding compensatory option to purchase shares of Company Stock (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 option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant immediately prior to the terms thereof Effective Time shall be converted into an option (each, a an “Replacement Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Company Stock OptionOption immediately prior to the Effective Time, the number of shares of United Parent Class A Common Stock equal to the product of (a) the i)the number of shares of Cardinal Common Company Stock subject to the Cardinal such Company Stock Option immediately prior to the Effective Time multiplied by (bii) the Exchange Ratio. Such product shall be , with any fractional shares rounded down to the nearest next lower whole numbernumber of shares. The exercise price per share of Parent Class A Common Stock subject to any such Adjusted Option will be an amount (rounded up to the next nearest whole cent) equal to the quotient of each Replacement Option shall equal (yA) the exercise price per share of shares of Cardinal Common Company Stock that were purchasable pursuant subject to such Cardinal Company Stock Option immediately prior to the Effective Time divided by (zB) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, each Cardinal if the conversion of a Company Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements preceding provisions of this Section 424 2.04(a) would cause the related Adjusted Option to be treated as the grant of the Code and all other options shall be adjusted in a manner that maintains the options exemption from new stock right for purposes of Section 409A of the Code. At or prior , such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to Parent and the Effective Time, Cardinal shall use its reasonable best efforts Company that would not cause the related Adjusted Option to obtain any necessary consents from optionees with respect to be treated as the Cardinal Stock Plans to permit replacement grant of the outstanding Cardinal Stock Options by United pursuant to this new stock right for purposes of Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding.409A. (b) At Except as provided in Section 2.04(c) and Section 2.04(d), the terms of each outstanding restricted stock unit or deferred stock unit that, in either case, is settleable in shares of Company Stock (a “Company RSU”), whether or not vested, shall be adjusted as necessary to provide that, at the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and Company RSU outstanding immediately prior to the Effective Time shall fully vest and shall be converted into a RSU (each, an “Adjusted RSU”) to acquire, on the right same terms and conditions as were applicable under such Company RSU immediately prior to receive, without interestthe Effective Time, the Merger Consideration payable pursuant number of shares of Parent Class A Common Stock equal to Section 4.01the product of (i) the number of shares of Company Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. (c) At or promptly after the Effective Time, each outstanding Company RSU (each, a “Director RSU”) held by a non-employee director or former non-employee director of the Company (each, a “Director”), whether or not vested, shall be canceled, and the Company shall pay each such Director at or promptly after the Effective Time for each such Director RSU an amount in cash computed by first determining the Adjusted RSU that such Director would receive if the Director RSU held by such Director was converted into an Adjusted RSU pursuant to the methodology described in Section 2.04(b) (each, a “Notional Adjusted RSU”) and then multiplying (i) the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time by (ii) the number of shares of Cardinal Parent Class A Common Stock with respect to the Notional Adjusted RSUs. (i) At or promptly after the Effective Time, each outstanding Company Stock Option (each, a “Former Employee Option”) held by a former employee or individual contractor of the Company (each, a “Former Employee”), whether or not exercisable or vested, shall be cancelled, and the Company shall pay each such Former Employee at or promptly after the Effective Time for each such Former Employee Option an amount in cash computed by first determining the Adjusted Option that such Former Employee would receive if the Former Employee Option held by such Former Employee was converted into an Adjusted Option pursuant to the methodology described in Section 2.04(a) (each, a “Notional Adjusted Option”) and then multiplying (A) the excess of the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time over the per share exercise price of such Notional Adjusted Option, if any, by (B) the number of shares of Company Stock subject to such Notional Adjusted Option to the extent unexercised. For the avoidance of doubt, all Former Company Options outstanding as of the Effective Time that have a per share exercise price equal to or exceeding the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time shall be immediately cancelled and forfeited without any liability on the part of the Surviving Corporation or Parent. (ii) At or promptly after the Effective Time, each outstanding Company RSU (each, a “Former Employee RSU”) held by a Former Employee, whether or not vested, shall be canceled, and the Company shall pay each such Former Employee at or promptly after the Effective Time for each such Former Employee RSU an amount in cash computed by first determining the number of Notional Adjusted RSUs held by such Former Employee and then multiplying (A) the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time by (B) the number of shares of Parent Class A Common Stock with respect to the Notional Adjusted RSUs. (e) Parent shall take such actions as are necessary for the assumption of the Company Stock Options and Company RSUs pursuant to Sections 2.04(a) and (b), including the reservation, issuance and listing of Parent Class A Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.04. 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 Class A Common Stock subject to the Company Stock Options and Company RSUs to be assumed by Parent and, where applicable, shall use its reasonable best efforts to have such Cardinal 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 Award Options and Company RSUs (and to maintain the current status of the prospectus contained therein) for so long as any Company Stock Option or any Company RSU remains outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be treated subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any Company Stock Option and any Company RSU assumed pursuant to this Section 2.04 in a manner that complies with Rule 16b-3 promulgated under the same manner as all other shares of Cardinal Common 1934 Act to the extent such Company Stock for Option or such purposesCompany RSU complied with such rule prior to the Merger. (f) Prior to the Effective Time, the Company shall take any actions with respect to equity compensation plans or arrangements that are necessary to give effect to the transactions contemplated by this Section 2.04.

Equity-Based Awards. Upon the occurrence of a Change of Control of the Company, except to the extent a more favorable result for the Employee applies under an applicable incentive plan or award, the following will apply: (a) At If the Effective Timepurchaser, each outstanding option successor or surviving entity (each, a or parent thereof) (the “Cardinal Stock OptionSurviving Entity”) to purchase shares in the Change of Cardinal Common StockControl transaction so agrees, whether vested some or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, outstanding equity-based awards then held by the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof Employee shall be converted into an option (eachassumed, a “Replacement Option”) to acquire, on or replaced with the same type of award with similar terms and conditions as were applicable under such Cardinal Stock Optionconditions, by the number Surviving Entity in the Change of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock PlansControl transaction; provided that such assumption or replacement shall be permitted without the Employee’s consent only be with respect to the Replacement Options extent the assumed or replacement award, as the case may be, relates to publicly traded or otherwise liquid equity securities after the consummation of the Change of Control transaction and to the extent other appropriate adjustments in the terms and conditions of the award (including any performance goals) are made so that the Employee is not disadvantaged solely as a result of the Change of Control. If applicable, each award assumed by the Surviving Entity shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have no obligation been issuable to make any additional grants the Employee upon the consummation of such Change of Control had the award been exercised, vested or awards under earned immediately prior to such Change of Control. Upon the Cardinal Stock Plans other than those grants Employee’s termination of employment by the Surviving Entity without Cause, or by the Employee for Good Reason, in either case within months following the Change of Control, all of the Employee’s awards that have been made are in effect as of the date of such termination shall be vested in full or accrued prior to deemed earned in full (assuming the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to maximum performance goals provided under such Replacement Options, shall distribute a prospectus relating to such Form S-8award were met, if applicable, and shall use reasonable commercial efforts to maintain ) effective on the effectiveness date of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingtermination. (b) At To the Effective Time, each extent the Surviving Entity in the Change of Control transaction does not assume the equity-based awards held by the Employee or issue replacement awards as provided in clause (a): (i) The Employee shall have the right at any time thereafter to exercise any stock options (“Options”) or stock appreciation rights (“SARs”) held by the Employee at the time of the Change of Control in full whether or not the Option or SAR was theretofore exercisable; provided that the Company may elect to cancel all outstanding Options or SARs in exchange for a cash payment equal to the excess of the Change of Control Price over the exercise price of the shares of the Company’s common stock (“Shares”) subject to such Option or SAR upon the Change of Control (or for no cash payment if such excess is zero); (ii) Shares of time-based restricted stock (“Restricted Stock”) and restricted stock units (“Restricted Stock Units”) held by the Employee that are not then vested shall vest upon the date of the Change of Control and the Employee shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price (as defined below) of such Restricted Stock or Restricted Stock Units; provided that the Company may elect to cancel each outstanding Restricted Stock Unit in exchange for a cash payment equal to the Change of Control Price upon the Change of Control; (iii) The Employee shall have, with respect to each equity-based incentive award granted under then held by the Employee subject to the achievement of a Cardinal Stock Plan performance goal for which the performance period has not expired (each, a “Cardinal Stock Performance Award”) that is unvested or contingent and outstanding immediately prior shall have the right, exercisable by written notice to the Effective Time shall fully vest and shall be converted into Company within sixty (60) days after the right Change of Control, to receive, without interestin exchange for the surrender of the Performance Award, an amount of cash equal to the product of (A) the value of the Performance Award, assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the Change of Control), and (B) a fraction, the Merger Consideration payable pursuant numerator of which is the number of whole months that have elapsed from the beginning of the performance period to Section 4.01, the date of the Change of Control and the shares denominator of Cardinal Common Stock which is the number of whole months in the performance period; (iv) The Employee shall be entitled to receive, with respect to any dividend equivalent units then held by the Employee, a cash payment equal to the value of the dividend equivalent units as of the date of the Change of Control; provided that such payment will be pro rated to the extent, if at all, any related award is settled on a pro rata basis; and (v) The Employee will be entitled to receive, with respect to each type of equity-based award not subject to such Cardinal Stock Award will be treated in the same manner foregoing provisions, a cash payment based on the value of the award as all other shares of Cardinal Common Stock for such purposesthe date of the Change of Control.

Equity-Based Awards. (a) At Except as provided in Section 2.04(d), the terms of each outstanding compensatory option to purchase shares of Company Stock (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 option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant immediately prior to the terms thereof Effective Time shall be converted into an option (each, a “Replacement Optionan “ Adjusted Option ”) to acquire, on the same terms and conditions as were applicable under such Cardinal Company Stock OptionOption immediately prior to the Effective Time, the number of shares of United Parent Class A Common Stock equal to the product of (a) the i)the number of shares of Cardinal Common Company Stock subject to the Cardinal such Company Stock Option immediately prior to the Effective Time multiplied by (bii) the Exchange Ratio. Such product shall be , with any fractional shares rounded down to the nearest next lower whole numbernumber of shares. The exercise price per share of Parent Class A Common Stock subject to any such Adjusted Option will be an amount (rounded up to the next nearest whole cent) of each Replacement Option shall equal to the quotient of (yA) the exercise price per share of shares of Cardinal Common Company Stock that were purchasable pursuant subject to such Cardinal Company Stock Option immediately prior to the Effective Time divided by by (zB) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, each Cardinal if the conversion of a Company Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements preceding provisions of this Section 424 2.04(a) would cause the related Adjusted Option to be treated as the grant of the Code and all other options shall be adjusted in a manner that maintains the options exemption from new stock right for purposes of Section 409A of the Code. At or prior , such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to Parent and the Effective Time, Cardinal shall use its reasonable best efforts Company that would not cause the related Adjusted Option to obtain any necessary consents from optionees with respect to be treated as the Cardinal Stock Plans to permit replacement grant of the outstanding Cardinal Stock Options by United pursuant to this new stock right for purposes of Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding.409A. (b) At Except as provided in Section 2.04(c) and Section 2.04(d), the terms of each outstanding restricted stock unit or deferred stock unit that, in either case, is settleable in shares of Company Stock (a “ Company RSU ”), whether or not vested, shall be adjusted as necessary to provide that, at the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and Company RSU outstanding immediately prior to the Effective Time shall fully vest and shall be converted into a RSU (each, an “ Adjusted RSU ”) to acquire, on the right same terms and conditions as were applicable under such Company RSU immediately prior to receive, without interestthe Effective Time, the Merger Consideration payable pursuant to Section 4.01, and the number of shares of Cardinal Parent Class A Common Stock equal to the product of (i) the number of shares of Company Stock subject to such Cardinal Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. (c) At or promptly after the Effective Time, each outstanding Company RSU (each, a “ Director RSU ”) held by a non- employee director or former non-employee director of the Company (each, a “ Director ”), whether or not vested, shall be canceled, and the Company shall pay each such Director at or promptly after the Effective Time for each such Director RSU an amount in cash computed by first determining the Adjusted RSU that such Director would receive if the Director RSU held by such Director was converted into an Adjusted RSU pursuant to the methodology described in Section 2.04(b) (each, a “ Notional Adjusted RSU ”) and then multiplying (i) the closing sale price of a share of Parent Class A Common Stock Award will be treated in on NASDAQ on the same manner as all other trading day immediately preceding the Effective Time by (ii) the number of shares of Cardinal Parent Class A Common Stock with respect to the Notional Adjusted RSUs. (d) (i) At or promptly after the Effective Time, each outstanding Company Stock Option (each, a “ Former Employee Option ”) held by a former employee or individual contractor of the Company (each, a “ Former Employee ”), whether or not exercisable or vested, shall be cancelled, and the Company shall pay each such Former Employee at or promptly after the Effective Time for each such purposesFormer Employee Option an amount in cash computed by first determining the Adjusted Option that such Former Employee would receive if the Former Employee Option held by such Former Employee was converted into an Adjusted Option pursuant to the methodology described in Section 2.04(a) (each, a “ Notional Adjusted Option ”) and then multiplying (A) the excess of the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time over the per share exercise price of such Notional Adjusted Option, if any, by (B) the number of shares of Company Stock subject to such Notional Adjusted Option to the extent unexercised. For the avoidance of doubt, all Former Company Options outstanding as of the Effective Time that have a per share exercise price equal to or exceeding the closing sale price of a share of Parent Class A Common Stock on NASDAQ on the trading day immediately preceding the Effective Time shall be immediately cancelled and forfeited without any liability on the part of the Surviving Corporation or Parent.

Equity-Based Awards. (a) At the Effective Time, each Global Restricted Share that is outstanding option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant unvested immediately prior to the Effective Time (excluding any Global Restricted Share that becomes fully vested and nonforfeitable at the Effective Time in accordance with the terms thereof shall of the applicable award agreement) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option (each, a “Replacement Option”) to acquirecancelled and converted, on the same terms and conditions (including vesting) as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant applied to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or Global Restricted Share immediately prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect into the number of restricted shares of Crown Common Stock (the “Converted Restricted Shares”) that is equal to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective TimeConsideration, United shall assume the Cardinal Stock Plans; provided that such assumption all fractional Converted Restricted Shares to which a single holder would be entitled shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingaggregated. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan Global Deferred Share (each, a “Cardinal Stock Award”as defined in Section 3.2(a)) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, on the same terms and conditions (including vesting) as applied to such Global Deferred Share immediately prior to the Effective Time, into the number of deferred shares with respect to Crown Common Stock (the “Converted Deferred Shares”) that is equal to the Stock Consideration, provided that all fractional Converted Deferred Shares to which a single holder would be entitled shall be converted into aggregated. (c) At the right Effective Time, Crown shall assume the obligations and succeed to receivethe rights of Global under Global’s Omnibus Stock Incentive Plan (as amended December 21, without interest, 2005) (the Merger Consideration payable pursuant “Omnibus Plan”) with respect to Section 4.01, the Converted Restricted Shares and the Converted Deferred Shares. Crown shall take all action reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Cardinal Common Stock subject to such Cardinal Stock Award will be treated in the same manner as all other shares of Cardinal Crown Common Stock for such purposesdelivery with respect to the Converted Restricted Shares and the settlement of the Converted Deferred Shares. Promptly after the Effective Time, Crown shall either (i) prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of shares of Crown Common Stock necessary to fulfill Crown’s obligations under this Section 2.2 or (ii) assume the Converted Restricted Shares and Converted Deferred Shares under an existing equity incentive plan with respect to which a registration statement on Form S-8 (or other appropriate form) is effective. (d) Global shall ensure that following the Effective Time, no holder of a Global Restricted Share, Global Deferred Share, Global Option (as defined in Section 2.3(a)) or Global Warrant (as defined in Section 2.3(b)) (or former holder thereof) or any current or former participant in the Omnibus Plan or any other Global Benefit Plan (as defined in Section 3.14(a)) or Global Benefit Agreement (as defined in Section 3.14(a)) shall have any right thereunder to acquire any capital stock of Global, any Global Subsidiary or the Surviving Company or any other equity interest therein (including “phantom” stock or stock appreciation rights). (e) Prior to the Effective Time, each of Global and Crown shall cause any dispositions of Global Common Stock (including derivative securities with respect to Global Common Stock) or acquisitions of Crown Common Stock (including derivative securities with respect to Crown Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act (as defined in Section 3.5) with respect to Global or Crown to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Equity-Based Awards. Upon the occurrence of a Change of Control of the Company, except to the extent a more favorable result for the Employee applies under an applicable incentive plan or award, the following will apply: (a) At If the Effective Timepurchaser, each outstanding option successor or surviving entity (each, a or parent thereof) (the “Cardinal Stock OptionSurviving Entity”) to purchase shares in the Change of Cardinal Common StockControl transaction so agrees, whether vested some or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, outstanding equity-based awards then held by the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof Employee shall be converted into an option (eachassumed, a “Replacement Option”) to acquire, on or replaced with the same type of award with similar terms and conditions as were applicable under such Cardinal Stock Optionconditions, by the number Surviving Entity in the Change of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock PlansControl transaction; provided that such assumption or replacement shall be permitted without the Employee’s consent only be with respect to the Replacement Options extent the assumed or replacement award, as the case may be, relates to publicly traded or otherwise liquid equity securities after the consummation of the Change of Control transaction and to the extent other appropriate adjustments in the terms and conditions of the award (including any performance goals) are made so that the Employee is not disadvantaged solely as a result of the Change of Control. If applicable, each award assumed by the Surviving Entity shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have no obligation been issuable to make any additional grants the Employee upon the consummation of such Change of Control had the award been exercised, vested or awards under earned immediately prior to such Change of Control. Upon the Cardinal Stock Plans other than those grants Employee’s termination of employment by the Surviving Entity without Cause, or by the Employee for Good Reason, in either case within thirty-six (36) months following the Change of Control, all of the Employee’s awards that have been made are in effect as of the date of such termination shall be vested in full or accrued prior to deemed earned in full (assuming the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to maximum performance goals provided under such Replacement Options, shall distribute a prospectus relating to such Form S-8award were met, if applicable, and shall use reasonable commercial efforts to maintain ) effective on the effectiveness date of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingtermination. (b) At To the Effective Time, each extent the Surviving Entity in the Change of Control transaction does not assume the equity-based awards held by the Employee or issue replacement awards as provided in clause (a): (i) The Employee shall have the right at any time thereafter to exercise any stock options (“Options”) or stock appreciation rights (“SARs”) held by the Employee at the time of the Change of Control in full whether or not the Option or SAR was theretofore exercisable; provided that the Company may elect to cancel all outstanding Options or SARs in exchange for a cash payment equal to the excess of the Change of Control Price over the exercise price of the shares of the Company’s common stock (“Shares”)_subject to such Option or SAR upon the Change of Control (or for no cash payment if such excess is zero); (ii) Shares of time-based restricted stock (“Restricted Stock”) and restricted stock units (“Restricted Stock Units”) held by the Employee that are not then vested shall vest upon the date of the Change of Control and the Employee shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price (as defined below) of such Restricted Stock or Restricted Stock Units; provided that the Company may elect to cancel each outstanding Restricted Stock Unit in exchange for a cash payment equal to the Change of Control Price upon the Change of Control; (iii) The Employee shall have, with respect to each equity-based incentive award granted under then held by the Employee subject to the achievement of a Cardinal Stock Plan performance goal for which the performance period has not expired (each, a “Cardinal Stock Performance Award”) that is unvested or contingent and outstanding immediately prior shall have the right, exercisable by written notice to the Effective Time shall fully vest and shall be converted into Company within sixty (60) days after the right Change of Control, to receive, without interestin exchange for the surrender of the Performance Award, an amount of cash equal to the product of (A) the value of the Performance Award, assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the Change of Control), and (B) a fraction, the Merger Consideration payable pursuant numerator of which is the number of whole months that have elapsed from the beginning of the performance period to Section 4.01, the date of the Change of Control and the shares denominator of Cardinal Common Stock which is the number of whole months in the performance period; (iv) The Employee shall be entitled to receive, with respect to any dividend equivalent units then held by the Employee, a cash payment equal to the value of the dividend equivalent units as of the date of the Change of Control; provided that such payment will be pro rated to the extent, if at all, any related award is settled on a pro rata basis; and (v) The Employee will be entitled to receive, with respect to each type of equity-based award not subject to such Cardinal Stock Award will be treated in the same manner foregoing provisions, a cash payment based on the value of the award as all other shares of Cardinal Common Stock for such purposesthe date of the Change of Control.

Equity-Based Awards. (a) At In respect of any performance-vesting stock unit awards that were granted to any Transferred Employee under the Effective Time, each Seller’s Long-Term Incentive Plan in respect of fiscal year 2017 and fiscal year 2018 that are outstanding option as of immediately prior to the Closing (each, a “Cardinal Stock OptionSeller 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 Seller shall be solely responsible for payment of the resulting vested portion of such awards. Buyer shall, as soon as practicable following the Closing Date, grant to purchase each holder of a Seller PSU Award, an equity-based, time-vesting incentive award in respect of Buyer shares of Cardinal Common Stockcommon stock with an aggregate value equal to the PSU Replacement Incentive Award Value (as defined below), whether vested or unvested, under any and all plans which equity award will vest on the vesting date that applied to such Seller PSU Award. For purposes of Cardinal under which stock options have been granted (collectivelythe foregoing, the “Cardinal Stock Plans”) shall vest pursuant to PSU Replacement Incentive Award Value will equal the terms thereof shall be converted into an option product of (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (ax) the number of shares of Cardinal Common Stock subject Seller common stock underlying the Seller PSU Award determined based on actual performance through the Closing Date and pro-rated to reflect the Cardinal Stock Option multiplied by (b) portion of the Exchange Ratio. Such product shall be rounded down to original vesting period that has not yet lapsed as of the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal Closing Date and (y) the exercise closing price per of a share of shares of Cardinal Common Seller common stock on the Business Day immediately preceding the Closing Date as reported on the New York Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingExchange. (b) At the Effective Time, each In respect of any time-vesting restricted stock award unit awards that were granted to any Transferred Employee under a Cardinal Stock 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 Closing (each, a “Cardinal Stock Seller RSU Award”) ), Seller shall ensure that is unvested or contingent and outstanding immediately prior the terms of such awards provide for accelerated vesting upon the Closing to the Effective Time extent that such awards would have vested in the ordinary course through November 10, 2019, and Seller shall fully be solely responsible for payment of the resulting vested portion of such awards. Buyer shall, as soon as practicable following the Closing Date, grant to each holder of a Seller RSU Award, an equity-based, time-vesting incentive award in respect of Buyer shares of common stock with an aggregate value equal to the RSU Replacement Incentive Award Value (as defined below) and which will vest in accordance with the same vesting schedule that applied to the Seller RSU Award. For purposes of the foregoing, the RSU Replacement Incentive Award Value will equal the product of (x) the number of shares of Seller common stock underlying the Seller RSU Award which would have vested in the ordinary course after November 10, 2019 (notwithstanding the occurrence of the transactions contemplated under this Agreement), 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. (c) In respect of the stock option awards held by a Transferred Employee, of which a portion of which was scheduled to vest in the ordinary course on May 28, 2019 and is identified on Section 7.06 of the Seller Disclosure Schedule (each, a “Seller Cash Out Option”), Seller shall, effective as of the Closing Date, cancel each Seller Cash Out Option and shall be converted into solely responsible for payment to the right to receiveholder of a Seller Cash Out Option in an amount equal to, without interestin respect of each Seller Cash Out Option, the Merger Consideration payable pursuant to Section 4.01product of (x) the excess, if any, of (i) 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 over (ii) the exercise price of such option, and (y) the number of shares underlying such option (such product of (x) and (y), the “Option Spread Value”). In respect of the stock option awards held by a Transferred Employee, of which a portion was scheduled to vest in the ordinary course on November 19, 2019 and is identified on Section 7.06 of the Seller Disclosure Schedule (each, a “Seller Option”), Buyer shall, as soon as practicable following the Closing Date, grant to each holder of a Seller Option, a restricted stock unit in respect of Buyer shares of Cardinal Common Stock subject common stock with an aggregate value equal to such Cardinal Stock Award will be treated in the same manner as all other shares of Cardinal Common Stock Option Spread Value for such purposeseach Seller Option.

Equity-Based Awards. (a) At As of the Effective Time, each outstanding option to purchase shares of Piedmont Common Stock (each, a “Cardinal 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, 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, in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of: (i) the excess, if any, of the 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 Cardinal Piedmont Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement OptionPiedmont Stock Warrant”) that is outstanding under any Piedmont Stock Plan or individual award agreement immediately prior to acquirethe Effective Time, shall, to the extent not vested, become fully vested and exercisable and shall be canceled without any action on the same terms part of any holder or beneficiary thereof, and conditions 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 were provided in Section 9.01(g), including accounting for any Additional Cash Payment Per Share, as applicable), over the applicable under exercise price of such Cardinal Piedmont Stock OptionWarrant; 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 (aA) the total number of shares of Cardinal Piedmont Common Stock subject to the Cardinal applicable Piedmont Stock Option Warrant immediately prior to the Effective Time multiplied by (bB) the Exchange Ratio. Such product shall be 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 down up or down, if necessary, to the nearest whole number. The share of United Common Stock), and the per-share exercise price per share under each such Piedmont Stock Warrant shall be adjusted to equal the quotient of (rounded up to the next whole cent) of each Replacement Option shall equal (yX) the exercise price per share of shares of Cardinal Common such Piedmont Stock that were purchasable pursuant Warrant at which such Piedmont Stock Warrant was exercisable immediately prior to such Cardinal Stock Option the Effective Time divided by (zY) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended Ratio (subject to be an “incentive stock option” (any adjustments as defined provided in Section 422 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 Code) shall be adjusted Effective Time in accordance with the requirements of Section 424 of the Code procedures implemented by United and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees Piedmont with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingelection. (bc) At the Effective Time, each restricted stock grant, restricted stock unit grant and any other award granted in respect of a share of Piedmont Common Stock subject to vesting, repurchase or other lapse restriction under a Cardinal Piedmont Stock Plan (each, a “Cardinal Stock Award”) or individual award agreement that is unvested or contingent and outstanding immediately prior to the Effective Time other than a Piedmont Stock Option or a Piedmont Stock Warrant (each, a “Piedmont Stock Award”) shall become fully vest vested, be cancelled and shall be converted automatically into the right to receive, without interest, 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, 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 any payment or benefit with respect to any award previously granted under the Piedmont Stock Plan, except as provided in this Section 4.06. As of the Effective Time, the Piedmont Stock Plan shall be terminated and no further awards or other rights shall be granted thereunder. (e) All payments pursuant to this Section 4.06 shall be made at or as soon as practicable following the Effective Time, in accordance with Piedmont’s ordinary payroll practices and shall be subject to any 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 applicable guidance thereunder. In connection with the consummation of the Merger, United shall make available to 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 Section 4.01this Agreement such amounts as 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 the shares of Cardinal Common Stock subject to such Cardinal Stock Award will shall be treated for all purposes of this Agreement as having been paid to the person in 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 same manner as all other shares provisions of Cardinal Common Stock for such purposesthis Section 4.06.

Equity-Based Awards. (a) At 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 option (each, a “Cardinal Stock Option”) to purchase shares of Cardinal Common Stock, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant immediately prior to the terms thereof Effective Time shall be converted into replaced by and substituted for an option (each, a an “Replacement Adjusted MM Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock OptionOption immediately prior to the Effective Time, the number of shares of United Surviving Corporation Common Stock equal to the product of (ai) the number of shares of Cardinal Company Common Stock subject to such Option immediately prior to the Cardinal Stock Option Effective Time multiplied by (bii) the Exchange Ratio. Such product shall be , with any fractional shares rounded down to the nearest next lower whole numbernumber of shares. The exercise price per share (rounded up of Surviving Corporation Common Stock subject to any such Adjusted MM Option will be an amount equal to the next whole cent) quotient of each Replacement Option shall equal (yA) the exercise price per share of shares of Cardinal Company Common Stock that were purchasable pursuant subject to such Cardinal Stock Option immediately prior to the Effective Time divided by (zB) the Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, each Cardinal Stock if the conversion of an Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements preceding provisions of this Section 424 5.12(a) would cause the related Adjusted MM Option to be treated as the grant of the Code and all other options shall be adjusted in a manner that maintains the options exemption from new stock right for purposes of Section 409A of the Code. At , 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 would not cause the related Adjusted MM Option to be treated as the grant of new stock right for purposes of Section 409A. For avoidance of doubt, each Adjusted MM Option shall be vested to the same extent to which the Option for which it was substituted was vested before or prior to as of the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At 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 restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and Unvested Company RSU outstanding immediately prior to the Effective Time shall fully vest be replaced by and shall be converted into substituted for a restricted stock unit (each, an “Adjusted MM RSU”) to acquire, on the right same terms and conditions as were applicable under such Unvested Company RSU immediately prior to receive, without interestthe Effective Time, the Merger Consideration payable pursuant to Section 4.01, and the number of shares of Cardinal Surviving Corporation Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Cardinal Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange 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 that is outstanding immediately prior to the Effective Time and becomes vested by its terms before or as of the Effective Time (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 deemed to be vested immediately prior to the Effective Time) (a “Vested Company RSU”) shall receive the number of shares of Company Common Stock Award subject to such Vested Company RSU in accordance with the terms and conditions of such Vested Company RSU, including any terms and conditions regarding any Taxes required by applicable Law to be withheld, if any, with respect to the vesting 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 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 prospectus contained therein) for so long as any Adjusted MM Option or any Adjusted MM RSU remains outstanding. (e) With respect to those individuals, if any, who, subsequent to the Effective Time, will be treated subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, the Surviving Corporation shall administer any Adjusted MM Option and any Adjusted MM RSU assumed pursuant to 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 provided in this Section 5.12 shall constitute the substitution of “Plan Awards” (as defined in the same manner as all other shares Company Option Plan) for equivalent awards of Cardinal Common Stock the Surviving Corporation for purposes of the Company Option Plan and such purposesPlan Awards.

Equity-Based Awards. (a) At As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the following: (i) (A) prior to the Effective Time, each outstanding option (each, a “Cardinal unvested Company Stock Option”) to purchase Option shall automatically accelerate so that each such Company Stock Option shall become fully exercisable for all shares of Cardinal Company Common StockStock at the time subject to such Company Stock Option and may be exercised by the holder thereof for any or all of such shares and (B) upon the Effective Time, whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal outstanding Company Stock Plans”) shall vest pursuant to the terms thereof Options shall be converted into canceled, with the holder of each Company Stock Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an option amount in cash equal to (eachx) the excess, a “Replacement Option”) if any, of the per share Merger Consideration over the exercise price per share of Company Common Stock subject to acquire, on the same terms and conditions as were applicable under such Cardinal Company Stock Option, the number of shares of United Common Stock equal to multiplied by (ay) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Company Common Stock subject to such Replacement OptionsCompany Stock Option; provided that all amounts payable pursuant to this clause (i) shall be subject to any required withholding of taxes or proof of eligibility for exemption therefrom and shall be paid at or as soon as practicable following the Effective Time, without interest; (ii) each share of Company Restricted Stock shall distribute a prospectus relating be adjusted as necessary to provide that the restrictions on such Form S-8, if applicableshare shall lapse at the Effective Time, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At at the Effective Time, each restricted stock award granted under a Cardinal share of Company Restricted Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest and shall be converted into the right to receive, without interest, receive the Merger Consideration payable in accordance with Section 2.01(c), subject to any applicable withholding pursuant to Section 4.012.02(h); (iii) upon the Effective Time, each Company Stock-Based Award that is a performance share unit award (a “Company Performance Share Unit Award”) and that is outstanding shall be canceled, with the holder thereof becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (A) the Merger Consideration multiplied by (B) a number of shares of Cardinal Company Common Stock determined by multiplying the target number of shares of Company Common Stock subject to such Cardinal Stock Company Performance Share Unit Award will be treated as of the Effective Time by a fraction, the numerator of which is the sum of 365 and the number of days that have elapsed during the applicable performance cycle prior to the Effective Time and the denominator of which is the total number of days in the same manner as all other applicable performance cycle; provided that in no event shall the number of shares of Cardinal Company Common Stock determined pursuant to the formula in the foregoing clause (B) exceed 100% of the target number of shares subject to a Company Performance Share Unit Award; provided further that all amounts payable pursuant to this clause (iii) shall be subject to any required withholding of taxes or proof of eligibility for such purposes.exemption therefrom and shall be paid at or as soon as practicable following the Effective Time, without interest;

Equity-Based Awards. (a) At Each award of restricted share units that corresponds to Shares and vests solely based on the Effective Time, each outstanding option passage of time (each, a “Cardinal Stock OptionCompany RSU Award”) to purchase shares of Cardinal Common Stock), whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or outstanding immediately prior to the Effective Time, Cardinal shall, as of the Effective Time, shall use its reasonable best efforts be assumed by Parent and converted into a restricted unit award with respect to obtain any necessary consents from optionees 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 as of the Effective Time, shall, as of the Effective Time, be cancelled in exchange for the payment of the Merger Consideration with respect to the Cardinal Stock Plans number of Shares equal to permit replacement the total number of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be Shares with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued which such Company PSU Award has vested prior to the Effective Time. United The Surviving Corporation shall file a post-effective amendment issue to the Registration Statement holders of Company PSU 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 an effective registration statement on Form S-8 (deducted under the Code or other applicable form) any provision of state, local or foreign Tax Law with respect to the shares making of United Common Stock subject to such Replacement Optionspayment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective Time shall distribute a prospectus relating to such Form S-8, if applicableautomatically, and shall use reasonable commercial efforts to maintain the effectiveness without any required action of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingholder thereof, be cancelled without consideration. (bc) At the Effective Time, each Each award of restricted stock award granted under a Cardinal Company Common Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time (the “Company Restricted Shares,” together with the Company RSU Awards and the Company A-41 PSU Awards, the “Company Equity Awards”) shall fully vest 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 a restricted unit award representing a contractual right upon vesting to receive a number of Common Units equal to the right product obtained by multiplying (x) the number of Shares subject to receivesuch Assumed Restricted Stock Award immediately prior to the Effective Time by (y) the Equity Exchange Ratio, rounded up or down to the nearest whole Common 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 interest“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 Award that is outstanding immediately prior to the Effective Time that is held by a non-employee director of the Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in exchange for the payment of the Merger Consideration payable pursuant with respect to Section 4.01, and the shares total number of Cardinal Common Stock Shares subject to such Cardinal 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, 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 applicable Laws to 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 shares of Company Common Stock Award will 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 its 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 same manner as all other shares of Cardinal Common Stock for such purposestransactions contemplated by this Section 5.6.

Equity-Based Awards. (a) At Each option to purchase Shares (other than an option granted pursuant to the Effective Time, each outstanding option Company ESPP) (each, a “Cardinal Stock Company Option”) to purchase shares of Cardinal Common Stock), whether vested or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, the “Cardinal Stock Plans”) shall vest pursuant that is outstanding immediately prior to the terms thereof shall Effective Time, shall, as of the Effective Time, become fully vested and be converted into the right to receive an option amount in cash equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Equity Award Consideration over the exercise price per Share subject to such Company Option. The Surviving Corporation or one of its Subsidiaries, as applicable, shall pay to the holders of Company Options the cash amounts 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 business days following the Effective Time. (b) Each award of restricted stock units (other than 2014 LTIP Units) that corresponds to Shares and that is outstanding as of the date hereof (each, a “Replacement OptionCompany RSU Award”), whether vested or unvested, that is also outstanding immediately prior to the Effective Time, shall, as of the Effective Time, become fully vested and be converted into the right to receive an amount in cash equal to the product of (i) the total number of restricted stock units subject to such Company RSU Award immediately prior to the Effective Time (assuming the satisfaction of any applicable performance criteria at 100% of target level) multiplied by (ii) the Equity Award Consideration. The Surviving Corporation shall pay to the holders of Company RSU Awards the cash amounts described in the immediately preceding sentence (together with any dividend equivalents corresponding to Company RSU Awards that vest in accordance with this Section 5.6(b)), 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 payments, within five business days following the Effective Time. (c) Each award of restricted Shares that is outstanding as of the date hereof that is also outstanding and unvested immediately prior to the Effective Time (the “Restricted Shares” and, together with the Company Options and Company RSU Awards, the “Company Equity Awards”) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, vest and the restrictions with respect thereto shall lapse, and each share of Company Common Stock subject to acquiresuch grant of Restricted Shares shall be converted into cash, Common Units or a combination of cash and Common Units in accordance with Section 2.1, depending on whether the holder of such Restricted Shares makes a Mixed Election, Cash Election or a Common Unit Election and subject to the terms and conditions of Section 2.1. Unless the holder of such Restricted Shares shall have remitted to the Company the amount required to be withheld with respect to the vesting and lapse of restrictions on the Restricted Shares under the Code or any provision of state, local or foreign Tax Law, the consideration to be received by such holder pursuant to Section 2.1 shall be reduced by the amount required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares. Such reduction shall come first from the cash portion of the consideration payable to the holder of the Restricted Shares under Section 2.1, if any, and if there is no cash portion of such consideration or if the cash portion is not sufficient to satisfy the amount required to be deducted and withheld with respect to vesting and lapse of such restrictions on the Restricted Shares, then the number of Common Units to be received by the holder of such Restricted Shares pursuant to Section 2.1 shall be reduced by a number of Common Units (rounded up to the nearest whole unit with cash payable in respect of the resulting fractional unit) equal to (i) the amount (or additional amount, as the case may be) required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares divided by (ii) the closing price of one Common Unit on the New York Stock Exchange on the day prior to the Closing Date, as reflected in the Wall Street Journal. (d) Each award of restricted Shares that is granted under the Company’s 2013 Equity Incentive Plan (the “Company 2013 EIP”) after the date hereof as permitted under Section 5.1(b) and that remains outstanding and unvested as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Share”) shall be converted as of the Effective Time into (i) a restricted unit award (an “Adjusted Restricted Unit”), with the same terms and conditions as were applicable under to such Cardinal Stock OptionPost-Signing Restricted Share immediately prior to the Effective Time, covering the number of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be Units, rounded down to the nearest whole number. The exercise price per share (rounded up Common Unit, determined by multiplying the number of Shares subject to such award immediately prior to the next whole centEffective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of each Replacement Option any fractional Adjusted Restricted Unit lost to such rounding in the amount set forth in Section 2.1 (d), which cash shall equal be payable as soon as reasonably practicable (ybut in no event later than five business days) following the Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Restricted Share, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the exercise price per share Adjusted Restricted Unit shall vest without regard to the satisfaction of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted any performance criteria in accordance with the requirements of terms set forth in Section 424 5.1(b) of the Code Company Disclosure Schedule). (e) Each award of restricted stock units that corresponds to Shares that is granted under the Company 2013 EIP after the date hereof as permitted under Section 5.1(b) and all other options that remains outstanding or payable as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Unit”) shall be adjusted in a manner that maintains the options exemption from Section 409A converted as of the Code. At or Effective Time into (i) a phantom unit award (an “Adjusted Phantom Unit”), with the same terms and conditions as were applicable to such Post-Signing Restricted Unit immediately prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect covering the number of Common Units, rounded down to the Cardinal Stock Plans to permit replacement nearest whole Common Unit, determined by multiplying the number of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the Cardinal Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock Shares subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstanding. (b) At the Effective Time, each restricted stock award granted under a Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time shall fully vest (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be converted into payable as soon as reasonably practicable (but in no event later than five business days) following the right Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to receive, without interest, the Merger Consideration be payable pursuant to Section 4.01409A of the Code with respect to a Post- Signing Restricted Unit, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the shares Adjusted Phantom Unit shall vest in accordance with the terms set forth in Section 5.1(b) of Cardinal the Company Disclosure Schedule). (f) Each award of restricted stock units that corresponds to Shares that were granted under the Company 2013 EIP in 2014 prior to the date of this Agreement and that are specified on Section 5.6(f) of the Company Disclosure Schedule (each, a “2014 LTIP Unit”) shall be converted as of the Effective Time into (i) an Adjusted Phantom Unit, with the same terms and conditions as were applicable to such 2014 LTIP Unit immediately prior to the Effective Time, covering the number of Common Stock Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such Cardinal Stock 2014 LTIP Unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award will be treated Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the same manner amount set forth in Section 2.1(d), which cash shall be payable as all soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a 2014 LTIP Unit, the payment shall instead be made at the time specified in the Company 2013 EIP). Such Adjusted Phantom Unit shall vest on January 2, 2015, provided that the holder thereof remains in continuous employment by the Surviving Corporation or its Subsidiaries through such date (or, if earlier, to the extent provided in a grantee’s employment agreement or the applicable 2014 LTIP Unit award agreement, upon the grantee’s termination of employment by the Surviving Corporation without “cause” or resignation for “good reason” or due to a “constructive termination” prior to such date) and shall be settled by the delivery of Common Units (net of applicable tax withholdings, which may be effected through the withholding of Common Units if elected by the grantee) on January 2, 2015 (or, if earlier, promptly following vesting). (g) The then-current offering period under the Susser Holdings Corporation 2008 Employee Stock Purchase Plan (the “Company ESPP”) shall terminate immediately prior to the Effective Time, with each participant in the Company ESPP at such time being entitled to receive from the Surviving Corporation an amount, in cash, equal to the product of (i) the Equity Award Consideration multiplied by (ii) the number of Shares such participant would have been able to purchase with the balance of his or her payroll account under the Company ESPP if the Closing Date had been the applicable “purchase date” under the Company ESPP for the then-current offering period, 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 payments, within five business days following the Effective Time. Each participant in the Company ESPP described in the preceding sentence shall have no further rights or benefits under the Company ESPP other shares than as described in the preceding sentence. (h) For purposes of Cardinal this Section 5.6, (i) “Equity Award Consideration” means the closing price of one Share on the New York Stock Exchange on the trading day prior to the Closing Date, as reflected in the Wall Street Journal, and (ii) “Equity Award Exchange Ratio” means the number equal to the quotient obtained by dividing (A) the Equity Award Consideration by (B) the closing price of one Common Unit on the New York Stock for such purposesExchange on the trading day prior to the Closing Date, as reflected in the Wall Street Journal.

Equity-Based Awards. Upon the occurrence of a Change of Control of the Company, except to the extent a more favorable result for the Employee applies under an applicable incentive plan or award, the following will apply: (a) At If the Effective Timepurchaser, each outstanding option successor or surviving entity (each, a or parent thereof) (the “Cardinal Stock OptionSurviving Entity”) to purchase shares in the Change of Cardinal Common StockControl transaction so agrees, whether vested some or unvested, under any and all plans of Cardinal under which stock options have been granted (collectively, outstanding equity-based awards then held by the “Cardinal Stock Plans”) shall vest pursuant to the terms thereof Employee shall be converted into an option (eachassumed, a “Replacement Option”) to acquire, on or replaced with the same type of award with similar terms and conditions as were applicable under such Cardinal Stock Optionconditions, by the number Surviving Entity in the Change of shares of United Common Stock equal to (a) the number of shares of Cardinal Common Stock subject to the Cardinal Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of Cardinal Common Stock that were purchasable pursuant to such Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Cardinal Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Cardinal Stock Plans to permit replacement of the outstanding Cardinal Stock Options by United pursuant to this Section and to permit United to assume the Cardinal Stock Plans. Cardinal shall further take all action necessary to amend the Cardinal Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Cardinal Stock PlansControl transaction; provided that such assumption or replacement shall be permitted without the Employee’s consent only be with respect to the Replacement Options extent the assumed or replacement award, as the case may be, relates to publicly traded or otherwise liquid equity securities after the consummation of the Change of Control transaction and to the extent other appropriate adjustments in the terms and conditions of the award (including any performance goals) are made so that the Employee is not disadvantaged solely as a result of the Change of Control. If applicable, each award assumed by the Surviving Entity shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have no obligation been issuable to make any additional grants the Employee upon the consummation of such Change of Control had the award been exercised, vested or awards under earned immediately prior to such Change of Control. Upon the Cardinal Stock Plans other than those grants Employee’s termination of employment by the Surviving Entity without Cause, or by the Employee for Good Reason, in either case within thirty-six (36) months following the Change of Control, all of the Employee’s awards that have been made are in effect as of the date of such termination shall be vested in full or accrued prior to deemed earned in full (assuming the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to maximum performance goals provided under such Replacement Options, shall distribute a prospectus relating to such Form S-8award were met, if applicable, and shall use reasonable commercial efforts to maintain ) effective on the effectiveness date of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingtermination. (b) At To the Effective Time, each extent the Surviving Entity in the Change of Control transaction does not assume the equity-based awards held by the Employee or issue replacement awards as provided in clause (a): (i) The Employee shall have the right at any time thereafter to exercise any stock options (“Options”) or stock appreciation rights (“SARs”) held by the Employee at the time of the Change of Control in full whether or not the Option or SAR was theretofore exercisable; provided that the Company may elect to cancel all outstanding Options or SARs in exchange for a cash payment equal to the excess of the Change of Control Price over the exercise price of the shares of the Company’s common stock (“Shares”)_subject to such Option or SAR upon the Change of Control (or for no cash payment if such excess is zero); (ii) Shares of time-based restricted stock (“Restricted Stock”) and restricted stock units (“Restricted Stock Units”) held by the Employee that are not then vested shall vest upon the date of the Change of Control and the Employee shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price (as defined below) of such Restricted Stock or Restricted Stock Units; provided that the Company may elect to cancel each outstanding Restricted Stock Unit in exchange for a cash payment equal to the Change of Control Price upon the Change of Control; (iii) The Employee shall have, with respect to each equity-based incentive award granted under then held by the Employee subject to the achievement of a Cardinal Stock Plan performance goal for which the performance period has not expired (each, a “Cardinal Stock Performance Award”) that is unvested or contingent and outstanding immediately prior shall have the right, exercisable by written notice to the Effective Time shall fully vest Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of the Performance Award, an amount of cash equal to the product of (A) the value of the Performance Award, assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the Change of Control), and (B) a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to the date of the Change of Control and the denominator of which is the number of whole months in the performance period; (iv) The Employee shall be entitled to receive, with respect to any dividend equivalent units then held by the Employee, a cash payment equal to the value of the dividend equivalent units as of the date of the Change of Control; provided that such payment will be pro rated to the extent, if at all, any related award is settled on a pro rata basis; and (v) The Employee will be entitled to receive, with respect to each type of equity-based award not subject to the foregoing provisions, a cash payment based on the value of the award as of the date of the Change of Control. The Company covenants and agrees to take such steps (including amendment of any existing plan) to insure that all plans under which the foregoing types of awards are made shall allow or provide for such vesting and distribution. For purposes of this paragraph 10, “Change of Control Price” means the highest of the following: (A) the fair market value of the Shares, as determined by the Company’s Board of Directors, on the date of the Change of Control; (B) the highest price per Share paid in the Change of Control transaction; or (C) the fair market value of the Shares, calculated on the date of surrender of the relevant award in accordance with this paragraph 10, but this clause (C) shall not apply if in the Change of Control transaction, or pursuant to an agreement to which the Company is a party governing the Change of Control transaction, all of the Shares are purchased for and/or converted into the right to receive, without interest, the Merger Consideration payable pursuant to Section 4.01, receive a current payment of cash and the shares of Cardinal Common Stock subject to such Cardinal Stock Award will be treated in the same manner as all no other shares of Cardinal Common Stock for such purposessecurities or other property. 11.