Common use of Equity-Based Awards Clause in Contracts

Equity-Based Awards. (a) At the Effective Time, each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Common Stock, whether vested or unvested, under any and all plans of CBTC under which stock options have been granted (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such CBTC Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Common Stock subject to the CBTC 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 CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC 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, CBTC shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the CBTC Stock Plans to permit replacement of the outstanding CBTC Stock Options by United pursuant to this Section and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable 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 unit grant and any other award with respect to a share of CBTC Common Stock subject to vesting, repurchase or other lapse restriction under a CBTC Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a “CBTC Stock Award”) shall vest only in accordance with the formula and other terms of the CBTC Stock Award, be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of CBTC Common Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Date. (c) United and CBTC agree to adopt any resolutions and take all steps necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect the provisions of this Section 4.06.

Equity-Based Awards. (a) At the Effective Time, The Company shall cause each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Company Common Stock, whether vested Stock or unvested, stock appreciation right relating to Company Common Stock granted under any and all plans of CBTC under which stock options have been granted a Company Benefit Plan that provides for equity-based compensation (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (eacheach such Company Benefit Plan, a “Replacement OptionCompany Stock Plan”) that is outstanding immediately prior to the Effective Time (a “Company Stock Award”) to acquirebecome vested and exercisable prior to the Effective Time and shall, on in accordance with the same terms of the applicable Company Stock Plan, provide notice to all holders of Company Stock Awards that any Company Stock Award not exercised prior to the Effective Time shall be cancelled and conditions as were applicable under terminate upon the Effective Time. In consideration of such CBTC cancellation and termination of Company Stock OptionAwards, the number Company shall pay to each holder of shares a Company Stock Award within five business days following the Effective Time an amount, less applicable withholding Taxes, in cash with respect to each share of United Common Stock equal to (a) the number of shares of CBTC Company Common Stock subject to the CBTC Company Stock Option multiplied by Award equal to (bi) the Exchange Ratio. Such product shall be rounded down to Merger Consideration minus (ii) the nearest whole number. The per share exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise or strike price per share of shares of CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the CodeCompany Stock Award. If Parent determines the consent of a holder of a Company Stock Award is required to effectuate the termination of any Company Stock Award, then the Company shall (i) 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, CBTC shall use its reasonable best efforts to obtain such consent from the holder of such Company Stock Award for no additional consideration, except as approved by Parent in advance and (ii) shall make any amendments to the terms of the Company Stock Plans or awards thereunder that may be necessary consents from optionees or advisable to give effect to the termination of such Company Stock Awards, subject to the advance approval of Parent which approval shall not be unreasonably withheld. The Company shall require the holder of any Company Stock Award exercised prior the Effective Time to satisfy any withholding obligation with respect to such Company Stock Award in accordance with the CBTC Stock Plans to permit replacement terms of the outstanding CBTC applicable Company Stock Options by United pursuant to this Section Plan and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingaward agreement. (b) At the Effective Time, each Each award of restricted stock unit grant and any other award with respect to a share of CBTC Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a CBTC Company Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a the “CBTC Stock AwardRestricted Shares”) 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 vest only lapse, and such shares shall be converted into, in accordance with the formula and other terms of the CBTC Stock AwardSection 2.1, be cancelled and converted automatically into the right to receive an amount, without interest, and less applicable withholding Taxes, in cash equal to the product of (i) the total number of shares of Company Common Stock subject to such grant of Restricted Shares and (ii) the Merger Consideration in Consideration. (c) The Company shall cause each unvested award of restricted share units, performance shares or phantom shares with respect to shares of each share of CBTC Company Common Stock underlying such vested CBTC under a Company Stock Award. The Surviving Corporation shall issue Plan that is outstanding immediately prior to the consideration described in this Section 4.06(bEffective Time (a “Company RSU”) less applicable tax withholdings to become fully vested, and the Company shall, within five (5) business days following the Effective DateTime pay to the holder of each outstanding Company RSU a lump sum cash payment, without interest, and less any applicable withholding Taxes, equal to the product of (i) the Merger Consideration and (ii) the total number of shares underlying such Company RSU (giving effect to the acceleration of vesting contemplated by this Section 5.5(c)). (cd) United and CBTC agree The Company shall use its reasonable best efforts to adopt take any resolutions and take all steps actions reasonably necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect effectuate the provisions of transactions contemplated by this Section 4.065.5. Prior to the Effective Time, the Company shall deliver to the holders of the Company Stock Awards and Company RSUs notices, in form and substance reasonably acceptable to Parent, setting forth such holders’ rights pursuant to this Agreement.

Equity-Based Awards. (a) At the Effective Time, each outstanding option (each, a “CBTC Cardinal Stock Option”) to purchase shares of CBTC Cardinal Common Stock, whether vested or unvested, under any and all plans of CBTC Cardinal under which stock options have been granted (collectively, the “CBTC Cardinal Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such CBTC Cardinal Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Cardinal Common Stock subject to the CBTC 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 CBTC Cardinal Common Stock that were purchasable pursuant to such CBTC Cardinal Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC 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, CBTC Cardinal shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the CBTC Cardinal Stock Plans to permit replacement of the outstanding CBTC Cardinal Stock Options by United pursuant to this Section and to permit United to assume the CBTC Cardinal Stock Plans. CBTC Cardinal shall further take all action necessary to amend the CBTC Cardinal Stock Plans to eliminate automatic grants or awards thereunder, if any, thereunder following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially 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 unit grant and any other award with respect to a share of CBTC Common Stock subject to vesting, repurchase or other lapse restriction granted under a CBTC Cardinal Stock Plan (each, a “Cardinal Stock Award”) that is unvested or contingent and outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a “CBTC Stock Award”) shall fully vest only in accordance with the formula and other terms of the CBTC Stock Award, shall be cancelled and converted automatically into the right to receive receive, without interest, the Merger Consideration in respect payable pursuant to Section 4.01, and the shares of each share of CBTC Cardinal Common Stock underlying subject to such vested CBTC Cardinal Stock Award. The Surviving Corporation shall issue Award will be treated in the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Datesame manner as all other shares of Cardinal Common Stock for such purposes. (c) United and CBTC agree to adopt any resolutions and take all steps necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect the provisions of this Section 4.06.

Equity-Based Awards. (a) At the Effective Time, The Company shall cause each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Company Common Stock, whether vested Stock or unvested, stock appreciation right relating to Company Common Stock granted under any and all plans of CBTC under which stock options have been granted a Company Benefit Plan that provides for equity-based compensation (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (eacheach such Company Benefit Plan, a “Replacement OptionCompany Stock Plan”) that is outstanding immediately prior to the Effective Time (a “Company Stock Award”) to acquirebecome vested and exercisable prior to the Effective Time and shall, on in accordance with the same terms of the applicable Company Stock Plan, provide notice to all holders of Company Stock Awards that any Company Stock Award not exercised prior to the Effective Time shall be cancelled and conditions as were applicable under terminate upon the Effective Time. In consideration of such CBTC cancellation and termination of Company Stock OptionAwards, the number Company shall pay to each holder of shares a Company Stock Award within five business days following the Effective Time an amount, less applicable withholding Taxes, in cash with respect to each share of United Common Stock equal to (a) the number of shares of CBTC Company Common Stock subject to the CBTC Company Stock Option multiplied by Award equal to (bi) the Exchange Ratio. Such product shall be rounded down to Per Share Cash Consideration minus (ii) the nearest whole number. The per share exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise or strike price per share of shares of CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the CodeCompany Stock Award. If Parent determines the consent of a holder of a Company Stock Award is required to effectuate the termination of any Company Stock Award, then the Company shall (i) 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, CBTC shall use its reasonable best efforts to obtain such consent from the holder of such Company Stock Award for no additional consideration, except as approved by Parent in advance and (ii) shall make any amendments to the terms of the Company Stock Plans or awards thereunder that may be necessary consents from optionees or advisable to give effect to the termination of such Company Stock Awards, subject to the advance approval of Parent which approval shall not be unreasonably withheld. The Company shall require the holder of any Company Stock Award exercised prior the Effective Time to satisfy any withholding obligation with respect to such Company Stock Award in accordance with the CBTC Stock Plans to permit replacement terms of the outstanding CBTC applicable Company Stock Options by United pursuant to this Section Plan and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingaward agreement. (b) At the Effective Time, each Each award of restricted stock unit grant and any other award with respect to a share of CBTC Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a CBTC Company Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a the “CBTC Stock AwardRestricted Shares”) 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 vest only lapse, and each share of Company Common Stock subject to such 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 formula holder of such Restricted Shares makes a Cash Election or a Common Unit Election and other 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 CBTC Stock Awardconsideration 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 cancelled deducted and converted automatically into withheld with respect to vesting and lapse of such restrictions on the right Restricted Shares, then the number of Common Units to receive be received by the Merger Consideration 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 each share 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 CBTC such restrictions on the Restricted Shares, divided by (ii) the closing price of one Common Unit on the New York Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue Exchange on the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following day prior to the Effective Closing Date. (c) United and CBTC agree The Company shall cause each unvested award of restricted share units, performance shares or phantom shares with respect to adopt any resolutions and take all steps necessary shares of Company Common Stock under a Company Stock Plan that is outstanding immediately prior to the Effective Time (including obtaining any participant consents or providing any required or advisable notices to any participanta “Company RSU”) to become fully vested, and the Company shall, within five business days following the Effective Time pay to the holder of each outstanding Company RSU a lump sum cash payment, less any applicable withholding Taxes, equal to the product of (i) the Per Share Cash Consideration and (ii) the total number of shares underlying such Company RSU (giving effect to the provisions acceleration of vesting contemplated by this Section 4.065.6(c)). (d) The Company shall use its reasonable best efforts to take any actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6 Prior to the Effective Time, the Company shall deliver to the holders of the Company Stock Awards and Company RSUs notices, in form and substance reasonably acceptable to Parent, setting forth such holders’ rights pursuant to this Agreement.

Equity-Based Awards. (a) At the Effective Time, The Company shall cause each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Company Common Stock, whether vested Stock or unvested, stock appreciation right relating to Company Common Stock granted under any and all plans of CBTC under which stock options have been granted a Company Benefit Plan that provides for equity-based compensation (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (eacheach such Company Benefit Plan, a “Replacement OptionCompany Stock Plan”) that is outstanding immediately prior to the Effective Time (a “Company Stock Award”) to acquirebecome vested and exercisable prior to the Effective Time and shall, on in accordance with the same terms of the applicable Company Stock Plan, provide notice to all holders of Company Stock Awards that any Company Stock Award not exercised prior to the Effective Time shall be cancelled and conditions as were applicable under terminate upon the Effective Time. In consideration of such CBTC cancellation and termination of Company Stock OptionAwards, the number Company shall pay to each holder of shares a Company Stock Award within five business days following the Effective Time an amount, less applicable withholding Taxes, in cash with respect to each share of United Common Stock equal to (a) the number of shares of CBTC Company Common Stock subject to the CBTC Company Stock Option multiplied by Award equal to (bi) the Exchange Ratio. Such product shall be rounded down to Per Share Cash Consideration minus (ii) the nearest whole number. The per share exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise or strike price per share of shares of CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the CodeCompany Stock Award. If Parent determines the consent of a holder of a Company Stock Award is required to effectuate the termination of any Company Stock Award, then the Company shall (i) 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, CBTC shall use its reasonable best efforts to obtain such consent from the holder of such Company Stock Award for no additional consideration, except as approved by Parent in advance and (ii) shall make any amendments to the terms of the Company Stock Plans or awards thereunder that may be necessary consents from optionees or advisable to give effect to the termination of such Company Stock Awards, subject to the advance approval of Parent which approval shall not be unreasonably withheld. The Company shall require the holder of any Company Stock Award exercised prior the Effective Time to satisfy any withholding obligation with respect to such Company Stock Award in accordance with the CBTC Stock Plans to permit replacement terms of the outstanding CBTC applicable Company Stock Options by United pursuant to this Section Plan and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingaward agreement. (b) At the Effective Time, each Each award of restricted stock unit grant and any other award with respect to a share of CBTC Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a CBTC Company Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a the “CBTC Stock AwardRestricted Shares”) 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 vest only lapse, and each share of Company Common Stock subject to such 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 formula holder of such Restricted Shares makes a Cash Election or a Common Unit Election and other 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 CBTC Stock Awardconsideration 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 cancelled deducted and converted automatically into withheld with respect to vesting and lapse of such restrictions on the right Restricted Shares, then the number of Common Units to receive be received by the Merger Consideration 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 each share 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 CBTC such restrictions on the Restricted Shares, divided by (ii) the closing price of one Common Unit on the New York Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue Exchange on the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following day prior to the Effective Closing Date. (c) United and CBTC agree The Company shall cause each unvested award of restricted share units, performance shares or phantom shares with respect to adopt any resolutions and take all steps necessary shares of Company Common Stock under a Company Stock Plan that is outstanding immediately prior to the Effective Time (including obtaining any participant consents or providing any required or advisable notices to any participanta “Company RSU”) to become fully vested, and the Company shall, within five business days following the Effective Time pay to the holder thereof, with respect to each share of Company Common Stock subject to such outstanding Company RSU (giving effect to the provisions acceleration of vesting contemplated by this Section 4.065.6(c)) a lump sum cash payment, less any applicable withholding Taxes, equal to the greater of (i) the Per Share Cash Consideration and (ii) the product of the Exchange Ratio multiplied by the closing price of one Common Unit on the NYSE on the Closing Date, as reported in the Wall Street Journal or such other source as may be determined by Parent. (d) The Company shall use its reasonable best efforts to take any actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6. Prior to the Effective Time, the Company shall deliver to the holders of the Company Stock Awards and Company RSUs notices, in form and substance reasonably acceptable to Parent, setting forth such holders’ rights pursuant to this Agreement.

Equity-Based Awards. (a) At the Effective Time, The Company shall cause each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Company Common Stock, whether vested Stock or unvested, stock appreciation right relating to Company Common Stock granted under any and all plans of CBTC under which stock options have been granted a Company Benefit Plan that provides for equity-based compensation (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (eacheach such Company Benefit Plan, a “Replacement OptionCompany Stock Plan”) that is outstanding immediately prior to the Effective Time (a “Company Stock Award”) to acquirebecome vested and exercisable prior to the Effective Time and shall, on in accordance with the same terms of the applicable Company Stock Plan, provide notice to all holders of Company Stock Awards that any Company Stock Award not exercised prior to the Effective Time shall be cancelled and conditions as were applicable under terminate upon the Effective Time. In consideration of such CBTC cancellation and termination of Company Stock OptionAwards, the number Company shall pay to each holder of shares a Company Stock Award within five business days following the Effective Time an amount, less applicable withholding Taxes, in cash with respect to each share of United Common Stock equal to (a) the number of shares of CBTC Company Common Stock subject to the CBTC Company Stock Option Award equal to (i) (A) the Exchange Ratio multiplied by (bB) the Exchange Ratio. Such product shall be rounded down to Conversion Price minus (ii) the nearest whole number. The per share exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise or strike price per share of shares of CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the CodeCompany Stock Award. If Parent determines the consent of a holder of a Company Stock Award is required to effectuate the termination of any Company Stock Award, then the Company shall (i) 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, CBTC shall use its reasonable best efforts to obtain such consent from the holder of such Company Stock Award for no additional consideration, except as approved by Parent in advance and (ii) shall make any amendments to the terms of the Company Stock Plans or awards thereunder that may be necessary consents from optionees or advisable to give effect to the termination of such Company Stock Awards, subject to the advance approval of Parent which approval shall not be unreasonably withheld. The Company shall require the holder of any Company Stock Award exercised prior the Effective Time to satisfy any withholding obligation with respect to such Company Stock Award in accordance with the CBTC Stock Plans to permit replacement terms of the outstanding CBTC applicable Company Stock Options by United pursuant to this Section Plan and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingaward agreement. (b) At the Effective Time, each Each award of restricted stock unit grant and any other award with respect to a share of CBTC Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a CBTC Company Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a the “CBTC Stock AwardRestricted Shares”) 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 vest only lapse, and such shares shall be converted into, in accordance with Section 2.1, a number of Series B Units (and cash in lieu of fractional Series B Units) equal to the formula and other terms product of (i) the CBTC Stock Award, be cancelled and converted automatically into the right to receive the Merger Consideration in respect total number of each share shares of CBTC Company Common Stock underlying subject to such vested CBTC grant of Restricted Shares and (ii) the Exchange Ratio; provided, that, unless the holder of such Restricted Shares shall have remitted to the Company the amount required to be withheld with respect to the making of such payment under the Code or any provision of state, local or foreign tax Law, such number of Series B Units to be received by such holder pursuant to Section 2.1 shall be reduced by a number of Series B Units equal to the amount required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign tax Law divided by the Conversion Price. (c) The Company shall cause each unvested award of restricted share units, performance shares or phantom shares with respect to shares of Company Common Stock Award. The Surviving Corporation shall issue under a Company Stock Plan that is outstanding immediately prior to the consideration described in this Section 4.06(bEffective Time (a “Company RSU”) less applicable tax withholdings to become fully vested, and the Company shall, within five (5) business days following the Effective DateTime pay to the holder of each outstanding Company RSU a lump sum cash payment, less any applicable withholding Taxes, equal to the product of (i) the Exchange Ratio; (ii) the Conversion Price and (iii) the total number of shares underlying such Company RSU (giving effect to the acceleration of vesting contemplated by this Section 5.6(c)). (cd) United and CBTC agree The Company shall use its reasonable best efforts to adopt take any resolutions and take all steps actions reasonably necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect effectuate the provisions of transactions contemplated by this Section 4.065.6 Prior to the Effective Time, the Company shall deliver to the holders of the Company Stock Awards and Company RSUs notices, in form and substance reasonably acceptable to Parent, setting forth such holders’ rights pursuant to this Agreement.

Equity-Based Awards. (a) At the Effective Time, each Global Restricted Share that is outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Common Stock, whether vested or unvested, under any and all plans of CBTC under which stock options have been granted (collectively, the “CBTC Stock Plans”) shall vest only as provided 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 of the applicable award agreement) shall, by virtue of the Merger and shall 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 CBTC Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Common Stock subject to the CBTC 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 CBTC Common Stock that were purchasable pursuant applied to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC 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, CBTC 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 CBTC Stock Plans to permit replacement of the outstanding CBTC Stock Options by United pursuant to this Section and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunderConsideration, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable 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 unit grant and any other award with respect to a share of CBTC Common Stock subject to vesting, repurchase or other lapse restriction under a CBTC Stock Plan Global Deferred Share (as defined in Section 3.2(a)) that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (eachshall, a “CBTC Stock Award”) shall vest only in accordance with the formula and other terms by virtue of the CBTC Stock AwardMerger and without any action on the part of the holder thereof, be cancelled converted, on the same terms and converted automatically conditions (including vesting) as applied to such Global Deferred Share immediately prior to the Effective Time, into the right number of deferred shares with respect to receive the Merger Consideration in respect of each share of CBTC Crown Common Stock underlying such vested CBTC (the "Converted Deferred Shares") that is equal to the Stock Award. The Surviving Corporation Consideration, provided that all fractional Converted Deferred Shares to which a single holder would be entitled shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Datebe aggregated. (c) United At the Effective Time, Crown shall assume the obligations and CBTC agree succeed to adopt any resolutions the rights of Global under Global's Omnibus Stock Incentive Plan (as amended December 21, 2005) (the "Omnibus Plan") with respect to the Converted Restricted Shares and Converted Deferred Shares. Crown shall take all steps action reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Crown Common Stock for delivery 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 obtaining "phantom" stock or stock appreciation rights). (e) Prior to the Effective Time, each of Global and Crown shall cause any participant consents dispositions of Global Common Stock (including derivative securities with respect to Global Common Stock) or providing any required 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 advisable notices Crown to any participant) to effect be exempt under Rule 16b-3 promulgated under the provisions of this Section 4.06Exchange Act.

Equity-Based Awards. Upon Executive commencing services hereunder, he shall forfeit all of the outstanding Company restricted stock units he received in his capacity as a non-employee director. In the future, the Executive may from time to time be awarded such new restricted stock units, stock options, or other equity-based awards as the Board determines in its sole discretion to be appropriate, which awards shall be evidenced by separate award agreements. The Board anticipates that (other than the Initial Equity Grant) any equity-based awards will be granted in the first quarter of the calendar year, subject to there being availability under the CIBER Inc. 2004 Equity Incentive Plan (as amended and restated) (the “Equity Incentive Plan”) to grant such awards at such time, or as soon as practical after there being availability under the Equity Incentive Plan, provided the Board has determined to make equity awards in such calendar year. On the date hereof (or promptly upon the Executive commencing services hereunder), the Executive shall be awarded, as an inducement grant outside of the Equity Incentive Plan, (a) At $3 million in stock option awards (the Effective Time“Initial Options Grant”), each outstanding option vesting in equal monthly installments over four years commencing at the end of the first full calendar month following the Executive commencing services under this Agreement; and (eachb) $3 million in restricted stock units, a vesting in equal quarterly installments, beginning at the end of the calendar quarter in which the Executive commences service under this Agreement, over three years (the “CBTC Stock OptionInitial RSU Grant”) to purchase shares of CBTC Common Stock, whether vested or unvested, under any and all plans of CBTC under which stock options have been granted (collectivelytogether with the Initial Options Grant, the “CBTC Stock PlansInitial Equity Grant”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (each), a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such CBTC Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Common Stock in each case subject to the CBTC Executive’s continued employment. Stock Option multiplied by options that comprise the Initial Equity Grant shall have a term of seven years from the date of the Initial Options Grant (b) the Exchange Ratio. Such product shall be rounded down to last date of such term, the nearest whole number“Equity Grant Expiration Date”). The exercise price per share for each option in the Initial Options Grant shall be the Fair Market Value (rounded up to as such term is defined in the next whole centEquity Incentive Plan) of each Replacement Option shall equal (y) the exercise price per underlying share of shares Company stock on the date the option is granted. For the purpose of CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) calculating the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that is intended number of RSUs 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, CBTC shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the CBTC Stock Plans to permit replacement of the outstanding CBTC Stock Options by United issued pursuant to this Section and to permit United to assume Agreement, the CBTC Stock Plans. CBTC value of each RSU in the Initial RSU Grant shall further take all action necessary to amend be determined by calculating the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 30 day average closing price of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use commercially reasonable 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 unit grant and any other award with respect to a share of CBTC Common Stock Company stock immediately preceding the date when the RSU is awarded. When an RSU vests, the underlying shares of Company stock shall be transferred to the Executive within five business days thereafter. The Initial Options Grant shall be subject to vesting, repurchase or other lapse restriction under the terms and conditions of the Notice of Grant of Stock Options and Stock Option Agreement (a CBTC Stock Plan that form of which is outstanding immediately prior attached as Exhibit “A”)and the Initial RSU Grant shall be subject to the Effective Time other than a CBTC Stock Option (each, a “CBTC Stock Award”) shall vest only in accordance with the formula and other terms of the CBTC Notice of Grant of Restricted Stock Award, be cancelled Units and converted automatically into the right to receive the Merger Consideration in respect Restricted Stock Unit Agreement (a form of each share of CBTC Common Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Datewhich is attached as Exhibit “B”). (c) United and CBTC agree to adopt any resolutions and take all steps necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect the provisions of this Section 4.06.

Equity-Based Awards. (a) At the Effective Time, each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Common Stock, whether vested or unvested, under any and all plans of CBTC under which stock options have been granted (collectively, the “CBTC Stock Plans”) Parent shall vest only as provided pursuant issue to the terms thereof and holder of each Company Option outstanding immediately prior to the Effective Time (other than any Company Option the holders of which shall be converted into have agreed to exercise such Company Option for Company Common Stock immediately prior to the Effective Time) an option (each, a an “Replacement Adjusted Parent Option”) to acquire, on the same terms and conditions as were applicable under such CBTC Stock OptionCompany Option immediately prior to the Effective Time, the number of shares of United Parent Common Stock equal to the product of: (ai) the number of shares of CBTC Company Common Stock subject to such Company Option immediately prior to the CBTC 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 Parent Common Stock subject to any such Adjusted Parent Option will be an amount equal to the next whole cent) of each Replacement Option shall equal quotient obtained by dividing (yA) the exercise price per share of shares of CBTC Company Common Stock that were purchasable pursuant subject to such CBTC Stock Company 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 CBTC Stock if the conversion of an Company 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 ‎5.10(a) would cause the related Adjusted Parent Option to be treated as the grant of a new stock right for purposes of Section 424 409A of the Code and all other options Code, such Company Option shall not be adjusted converted in accordance with the preceding provisions but shall instead be converted in a manner reasonably acceptable to Parent and Company that maintains would not cause the options exemption from related Adjusted Parent Option to be treated as the grant of new stock right for purposes of Section 409A of the Code. At For avoidance of doubt, each Adjusted Parent Option shall be vested to the same extent to which the Company Option for which it was substituted was vested before or prior as of the Effective Time. (b) With respect to those individuals, if any, who, subsequent to the Effective Time, CBTC shall use its reasonable best efforts to obtain any necessary consents from optionees with respect will be subject to the CBTC Stock Plans to permit replacement reporting requirements under Section 16(a) of the outstanding CBTC Stock Options by United Exchange Act, where applicable, Parent shall administer any Adjusted Parent Option assumed pursuant to this Section and to permit United to assume ‎5.10 in a manner that complies with Rule 16b-3 promulgated under the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC Stock Plans; provided that such assumption shall only be with respect Exchange Act to the Replacement Options and shall have no obligation to make any additional grants or awards under the CBTC Stock Plans other than those grants or awards that have been made or accrued extent such Adjusted Parent Option complied with such rule 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 commercially reasonable efforts to maintain the effectiveness of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingMerger. (b) At the Effective Time, each restricted stock unit grant and any other award with respect to a share of CBTC Common Stock subject to vesting, repurchase or other lapse restriction under a CBTC Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a “CBTC Stock Award”) shall vest only in accordance with the formula and other terms of the CBTC Stock Award, be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of CBTC Common Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Date. (c) United and CBTC agree to adopt any resolutions and take all steps necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect the provisions of this Section 4.06.

Equity-Based Awards. (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 “CBTC 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 CBTC 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 CBTC under which stock options have been granted (collectivelythe foregoing, the “CBTC Stock Plans”) shall vest only as provided pursuant to PSU Replacement Incentive Award Value will equal the terms thereof and 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 CBTC Stock Option, the number of shares of United Common Stock equal to (ax) the number of shares of CBTC 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 CBTC 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 CBTC 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 CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC 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, CBTC shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the CBTC Stock Plans to permit replacement of the outstanding CBTC Stock Options by United pursuant to this Section and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable 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 unit grant and awards that were granted to any Transferred Employee under the Seller’s Long-Term Incentive Plan for any fiscal year other award than those made with respect to a share fiscal year 2018 that are outstanding as of CBTC Common Stock subject to vesting, repurchase or other lapse restriction under a CBTC Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option Closing (each, a “CBTC Stock Seller RSU Award”), Seller shall ensure that the terms of such awards provide for accelerated vesting upon the Closing to the extent that such awards would have vested in the ordinary course through November 10, 2019, 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 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) shall and which will vest only in accordance with the formula and other terms same vesting schedule that applied to the Seller RSU Award. For purposes of the CBTC Stock Awardforegoing, be cancelled 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 converted automatically into (y) the right to receive the Merger Consideration in respect closing price of each a share of CBTC Common Seller common stock on the Business Day immediately preceding the Closing Date as reported on the New York Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective DateExchange. (c) United 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 CBTC agree 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 solely responsible for payment to adopt any resolutions the holder of a Seller Cash Out Option in an amount equal to, in respect of each Seller Cash Out Option, the product 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 take all steps necessary (including obtaining any participant consents or providing any required or advisable notices 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 any participant) 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 effect the provisions each holder of this Section 4.06a Seller Option, a restricted stock unit in respect of Buyer shares of common stock with an aggregate value equal to Option Spread Value for each Seller Option.

Equity-Based Awards. (a) At To the Effective Time, each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Common Stock, whether vested or unvested, under extent that any and all plans of CBTC under which stock options have been granted (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such CBTC Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Common Stock subject to the CBTC 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 CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that Business Employee who is intended to be an a Transferred Employee holds any equity-based incentive awards in the Company (the “incentive stock option” Company Equity Awards”) under the SPX FLOW, Inc. Stock Compensation Plan (the “Company Equity Plan”) that are subject to time-based vesting conditions (the “Time-Vesting Company Equity Awards”) 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 immediately prior to the Effective TimeClosing, CBTC shall use its reasonable best efforts to obtain notwithstanding any necessary consents from optionees with respect language in the Company Equity Plan or any award agreements thereunder to the CBTC Stock Plans contrary, the Company shall take, or cause to permit replacement of the outstanding CBTC Stock Options by United pursuant to this Section and to permit United to assume the CBTC Stock Plans. CBTC shall further take be taken, all action necessary to amend (i) accelerate the CBTC Stock Plans vesting of the portion of each such Time-Vesting Company Equity Award that would have vested pursuant to eliminate automatic grants or awards thereunderits terms as of the later of (A) the first anniversary of the Closing Date, if anyand (B) March 31, following 2021, and (ii) provide for the Effective cancellation and forfeiture for no consideration of any Time-Vesting Company Equity Awards that remain unvested after the application of the foregoing clause (i). At To the Effective Time, United shall assume extent that any Business Employee who is intended to become a Transferred Employee holds Company Equity Awards that are subject to performance-based vesting conditions (the CBTC 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 CBTC Stock Plans other than those grants or awards that have been made or accrued “Performance-Vesting Company Equity Awards”) as of immediately prior to the Effective Time. United shall file a post-effective amendment Closing, notwithstanding any language in the Company Equity Plan or any award agreements thereunder to the Registration Statement contrary, the Company shall take, or an effective registration statement cause to be taken, all action necessary to (x) cause all Performance-Vesting Company Equity Awards granted during 2017 that are subject to “Total Shareholder Return” performance thresholds to vest based on Form S-8 actual performance relative to such thresholds, determined as of the conclusion of the applicable performance period (which determination is expected to occur in January 2020 for the awards granted during 2017), (y) cause all Performance-Vesting Company Equity Awards granted during 2017 that are subject to “Return on Invested Capital” performance thresholds to vest based on actual performance relative to such thresholds, determined as of the conclusion of the applicable performance period (which determination is expected to occur in March 2020 for the awards granted during 2017), and (z) provide for the cancellation and forfeiture for no consideration of any Performance-Vesting Company Equity Awards that remain unvested after the application of the foregoing clauses (x) and (y) (and, in the case of the treatment prescribed in clauses (x) and (y), notwithstanding any language in the Company Equity Plan or other applicable formany award agreements thereunder that requires the holder to remain employed by the Company or one of its Subsidiaries as of the conclusion of such performance period in order for such Performance-Vesting Company Equity Awards to be eligible to vest). The Seller Parties shall be solely responsible for all obligations and payments to any Transferred Employees who hold vested Company Equity Awards (including, for the sake of clarity, the Special Company Equity Awards and the Time-Vesting Company Equity Awards and Performance-Vesting Company Equity Awards whose vesting is described in this Section 7.06) with respect immediately prior to the shares Closing and any obligations and payments in respect of United Common Stock subject to such Replacement Optionsthe employer portion of any payroll, shall distribute a prospectus relating to such Form S-8social security unemployment or similar taxes associated therewith (including, if applicable, and shall use commercially reasonable efforts the net cost to maintain the effectiveness relevant Group Company of the Registration Statement or registration statement on Form S-8 for so long as such Replacement Options remain outstandingApprenticeship Levy in the U.K). (b) At the Effective Time, each restricted stock unit grant and any other award with respect to a share of CBTC Common Stock subject to vesting, repurchase or other lapse restriction under a CBTC Stock Plan that is outstanding immediately prior to the Effective Time other than a CBTC Stock Option (each, a “CBTC Stock Award”) shall vest only in accordance with the formula and other terms of the CBTC Stock Award, be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of CBTC Common Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Date. (c) United and CBTC agree to adopt any resolutions and take all steps necessary (including obtaining any participant consents or providing any required or advisable notices to any participant) to effect the provisions of this Section 4.06.

Equity-Based Awards. (a) At the Effective Time, each Global Restricted Share that is outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Common Stock, whether vested or unvested, under any and all plans of CBTC under which stock options have been granted (collectively, the “CBTC Stock Plans”) shall vest only as provided 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 of the applicable award agreement) shall, by virtue of the Merger and shall 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 CBTC Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Common Stock subject to the CBTC 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 CBTC Common Stock that were purchasable pursuant applied to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC 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, CBTC 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 CBTC Stock Plans to permit replacement of the outstanding CBTC Stock Options by United pursuant to this Section and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunderConsideration, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC 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 CBTC 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 commercially reasonable 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 unit grant and any other award with respect to a share of CBTC Common Stock subject to vesting, repurchase or other lapse restriction under a CBTC Stock Plan Global Deferred Share (as defined in Section 3.2(a)) that is outstanding immediately prior to the Effective Time other than a CBTC 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 Option (each, a the “CBTC Stock AwardConverted 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 vest only in accordance with the formula and other terms of the CBTC Stock Award, be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of CBTC Common Stock underlying such vested CBTC Stock Award. The Surviving Corporation shall issue the consideration described in this Section 4.06(b) less applicable tax withholdings within five (5) business days following the Effective Dateaggregated. (c) United At the Effective Time, Crown shall assume the obligations and CBTC agree succeed to adopt any resolutions the rights of Global under Global’s Omnibus Stock Incentive Plan (as amended December 21, 2005) (the “Omnibus Plan”) with respect to the Converted Restricted Shares and Converted Deferred Shares. Crown shall take all steps action reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Crown Common Stock for delivery 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 obtaining “phantom” stock or stock appreciation rights). (e) Prior to the Effective Time, each of Global and Crown shall cause any participant consents dispositions of Global Common Stock (including derivative securities with respect to Global Common Stock) or providing any required 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 advisable notices Crown to any participant) to effect be exempt under Rule 16b-3 promulgated under the provisions of this Section 4.06Exchange Act.