Common use of Equity Incentive Awards Clause in Contracts

Equity Incentive Awards. Parent shall retain any liabilities and obligations with respect to all long-term incentive compensation awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Awards”), and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to be determined by Parent in the ordinary course in its sole discretion. In addition, Parent shall retain all other obligations related to the Outstanding LTI Awards, including all responsibility for the administration and settlement of such Outstanding LTI Awards in accordance with the terms of the applicable Parent long-term incentive plan(s). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered with respect to such Outstanding LTI Award and, in no event, later than two (2) days following such time, and Purchaser shall promptly remit such amount to the applicable Governmental Entity.

Equity Incentive Awards. Parent The Executive shall retain any liabilities and obligations with respect to all long-term also be eligible each calendar year during the Term for incentive compensation in the form of equity incentive awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Equity Incentive Awards”), the amount of which shall be between the Threshold Long Term Incentive Compensation Percentage and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a proMaximum Long-rated portion (based on the number of calendar days Term Incentive Compensation Percentage of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days Executive’s Base Salary as of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to immediately preceding December 31st and shall be determined by Parent the Board, upon recommendation of the Direct Supervisor, or if such Direct Supervisor is not an officer of the Company, an officer of the Company. The Equity Incentive Awards shall be based upon the performance of the Company, the Executive’s business unit and the Executive, determined in accordance with performance criteria established by the ordinary course in its sole discretionBoard and the Direct Supervisor at the commencement of each calendar year. In addition, Parent shall retain all other obligations related The performance criteria for the determination of the Company portion of the Executive’s Equity Incentive Award for the 2009 calendar year are as set forth on Exhibit A attached hereto. The Equity Incentive Award deliverable to the Outstanding LTI AwardsExecutive upon the Company attaining the target Company and individual performance established by the Board and the Direct Supervisor at the commencement of each calendar year shall be the Target Long-Term Incentive Compensation Percentage of the Executive’s Base Salary as of the immediately preceding December 31st. The Equity Incentive Awards shall be delivered to the Executive at the same time as equity incentive awards are delivered to other employees of the Company in accordance with the Company’s normal procedures and shall be conditioned upon the Executive’s continued employment with the Company through and including the scheduled date of delivery of equity incentive awards by the Company to its employees generally. The Equity Incentive Awards shall be in a form determined by the Board, including all responsibility for consistent with equity incentive awards to employees of the administration Company generally and settlement of such Outstanding LTI Awards shall be issued in accordance with the terms of the applicable Parent long-term equity incentive plan(splans of the Company, as amended through the date hereof and hereafter from time to time (the “Plans”). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and The Executive shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered enter into separate award agreements with respect to such Outstanding LTI Award and, in no event, later than two (2) days following Equity Incentive Awards and his rights with respect to such time, Equity Incentive Awards shall be governed by the Plans and Purchaser shall promptly remit such amount to the applicable Governmental Entityaward agreements.

Equity Incentive Awards. Parent shall retain any liabilities This Section 14 sets forth obligations and obligations agreements between the Parties with respect to all long-term the treatment of outstanding equity incentive compensation awards under the NTELOS Stock Plans and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the ClosingWireline Equity Incentive Plan, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Awards”)except that, and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on extent the number of calendar days of the applicable vesting period that occur prior to the Closing Date) terms of such Outstanding LTI Awards outstanding equity incentive awards specifically provide for treatment that are subject to performance-based vesting conditions is different from that are attained (for set forth herein, the avoidance of doubt, without regard to any continued service requirements), based on actual performance to be determined by Parent in the ordinary course in its sole discretion. In addition, Parent shall retain all other obligations related to the Outstanding LTI Awards, including all responsibility for the administration and settlement terms of such Outstanding LTI Awards outstanding equity incentive awards shall control and override the provisions set forth herein. The intent of this Section 14 is to provide that outstanding equity incentive awards under the NTELOS Stock Plans and the Wireline Equity Incentive Plan shall be adjusted in accordance connection with the Separation in a manner that is consistent with the terms of the applicable Parent long-term NTELOS Stock Plans or Wireline Equity Incentive Plan; therefore, the Parties may provide for treatment of the outstanding equity incentive plan(s). In awards, or calculation of the event applicable adjustments, in a manner that Purchaser reasonably determines is different from that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) set forth herein to the extent not already paid such treatment or calculation is consistent with the discretion granted under the applicable NTELOS Stock Plans or Wireline Equity Incentive Plan to effect adjustments to the applicable Governmental Entity by Parent or one terms of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser outstanding equity incentive awards under the circumstances. Notwithstanding anything in this Agreement to the applicable Affiliate contrary (including, without limitation, Section 2.3), (a) NTELOS shall treat employment by Wireline and each member of Purchaser promptly following the time when such Tax is triggered Wireline Group as employment by NTELOS under the NTELOS Stock Plans with respect to such Outstanding LTI Award andoutstanding NTELOS Options and NTELOS Restricted Stock Awards which are held by Wireline Employees and Delayed Transfer Employees (or which are held by NTELOS Employees who, in no eventafter the Distribution Time, later than two with the consent of NTELOS transfer to Wireline or any member of the Wireline Group) and (2b) days following such timeWireline shall treat employment by NTELOS and each member of the NTELOS Group as employment by Wireline under the Wireline Equity Incentive Plan with respect to Wireline Options and Wireline Restricted Stock Awards which are held by NTELOS Employees (or which are held by Wireline Employees or Delayed Transfer Employees who, and Purchaser shall promptly remit such amount after the Distribution Time or their respective Transfer Date, as applicable, with the consent of Wireline return to employment by NTELOS or any member of the applicable Governmental EntityNTELOS Group).

Equity Incentive Awards. Parent The Executive shall retain any liabilities and obligations with respect to all long-term also be eligible each calendar year during the Term for incentive compensation in the form of equity incentive awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Equity Incentive Awards”), the amount of which shall be between the Threshold Long Term Incentive Compensation Percentage and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a proMaximum Long-rated portion (based on the number of calendar days Term Incentive Compensation Percentage of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days Executive’s Base Salary as of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to immediately preceding December 31st and shall be determined by Parent the Board. The Equity Incentive Awards shall be based upon the performance of the Company, determined in accordance with performance criteria established by the ordinary course in its sole discretionExecutive and the Board at the commencement of each calendar year. In addition, Parent shall retain all other obligations related The performance criteria for the determination of the Executive’s Equity Incentive Award for the 2007 calendar are as set forth on Exhibit A attached hereto. The Equity Incentive Award deliverable to the Outstanding LTI AwardsExecutive upon the Company attaining the target financial performance agreed by the Executive and the Board at the commencement of each calendar year shall be the Target Long-Term Incentive Compensation Percentage of the Executive’s Base Salary as of the immediately preceding December 31st. The Equity Incentive Awards shall be delivered to the Executive at the same time as equity incentive awards are delivered to other employees of the Company in accordance with the Company’s normal procedures and shall be conditioned upon the Executive’s continued employment with the Company through and including the scheduled date of delivery of equity incentive awards by the Company to its employees generally. The Equity Incentive Awards shall be in a form determined by the Board, including all responsibility for consistent with equity incentive awards to employees of the administration Company generally and settlement of such Outstanding LTI Awards shall be issued in accordance with the terms of the applicable Parent long-term equity incentive plan(splans of the Company, as amended through the date hereof and hereafter from time to time (the “Plans”). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and The Executive shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered enter into separate award agreements with respect to such Outstanding LTI Award andEquity Incentive Awards and his rights with respect to such Equity Incentive Awards shall be governed by the Plans and such award agreements. On June 1, in no event2007, later than two (2) days following such time, and Purchaser the Company shall promptly remit such amount grant to the applicable Governmental Entity.Executive an Equity Incentive Award determined in accordance with the formula set forth in Exhibit A, which shall vest in equal quarters on each of June 1, 2008, June 1, 2009, June 1, 2010 and June 1, 2011, subject to the terms and conditions set forth in the Restricted Share Agreement attached hereto as Exhibit B.

Equity Incentive Awards. (a) Outstanding Parent Options Each Parent Option that is outstanding and unexercised as of immediately prior to the Effective Time shall retain any liabilities become a GasCo Option (as defined below) and obligations be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent Option immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such GasCo Option after the Effective Time if necessary and appropriate to comply with applicable Law or existing policies or determinations of Parent, including with respect to all long-term incentive compensation awards any blackout period applicable to the exercise of such Parent Option that may be instituted immediately prior to, and equity-based incentive compensation awards for a designated period following, the Effective Time; and further provided, however, that were granted from and after the Effective Time: (i) the number of GasCo Shares subject to Business Employees such GasCo Option (as defined below), rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of Parent Shares subject to such Parent Option immediately prior to Closing the Effective Time by (B) the GasCo Ratio; and (ii) the per share exercise price of such GasCo Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Effective Time by (B) the GasCo Ratio (each such option, a “GasCo Option”); provided, however, that with respect to any GasCo Option held by a CoalCo Employee or Transferred Director, continued employment by, or service with, the CoalCo Group shall be treated as continued employment by, or service with, the Parent Group for purposes of vesting and remain exercisability. (b) Outstanding Parent RSU Awards Held by GasCo Group Employees, GasCo Nonemployee Directors, Former Nonemployee Directors and Former Employees. (i) Except as may be otherwise provided in Section 4.02(a)(ii), each Parent RSU Award held by a GasCo Group Employee, GasCo Nonemployee Director, Former Nonemployee Director or a Former Employee that is outstanding as of immediately prior to the ClosingEffective Time shall become a GasCo RSU (as defined below) and be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent RSU Award immediately prior to the Effective Time, whether or not including any deferral election applicable to the delivery of vested shares; provided, however, that certain restrictions may be imposed on the GasCo RSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time, the number of GasCo Shares to which such awards would GasCo RSU Award relates shall be settled in stock or cash (equal to the “Outstanding LTI Awards”), and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to product obtained by multiplying (i) vest as to a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur Parent Shares to which such Parent RSU Award related immediately prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and Effective Time by (ii) remain eligible the GasCo Ratio (with any resulting fractional share rounded up to earn a pro-rated portion (based on the nearest whole number of calendar days of the applicable shares) (each such restricted stock unit, a “GasCo RSU Award”). (ii) Any outstanding Parent RSU Awards held by GasCo Group Employees and Former Employees that contain early vesting provisions upon Parent’s common stock equaling or exceeding $55 over a designated period shall be equitably adjusted such that occur prior such stock price shall be equal to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to be determined quotient obtained by Parent in the ordinary course in its sole discretion. In addition, Parent shall retain all other obligations related to the Outstanding LTI Awards, including all responsibility for the administration and settlement of such Outstanding LTI Awards in accordance with the terms of the applicable Parent long-term incentive plan(s). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, dividing (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and $55 by (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered with respect to such Outstanding LTI Award and, in no event, later than two (2) days following such time, and Purchaser shall promptly remit such amount to the applicable Governmental EntityGasCo Ratio.

Equity Incentive Awards. Parent The Executive shall retain any liabilities and obligations with respect to all long-term also be eligible each calendar year during the Term for incentive compensation in the form of equity incentive awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Equity Incentive Awards”), the amount of which shall be between the Threshold Long Term Incentive Compensation Percentage and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a proMaximum Long-rated portion (based on the number of calendar days Term Incentive Compensation Percentage of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days Executive’s Base Salary as of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to immediately preceding December 31st and shall be determined by Parent the Board. The Equity Incentive Awards shall be based upon the performance of the Company, determined in accordance with performance criteria established by the ordinary course in its sole discretionExecutive and the Board at the commencement of each calendar year. In addition, Parent shall retain all other obligations related The performance criteria for the determination of the Executive’s Equity Incentive Award for the 2008 calendar are as set forth on Exhibit A attached hereto. The Equity Incentive Award deliverable to the Outstanding LTI AwardsExecutive upon the Company attaining the target financial performance agreed by the Executive and the Board at the commencement of each calendar year shall be the Target Long-Term Incentive Compensation Percentage of the Executive’s Base Salary as of the immediately preceding December 31st. The Equity Incentive Awards shall be delivered to the Executive at the same time as equity incentive awards are delivered to other employees of the Company in accordance with the Company’s normal procedures and shall be conditioned upon the Executive’s continued employment with the Company through and including the scheduled date of delivery of equity incentive awards by the Company to its employees generally. The Equity Incentive Awards shall be in a form determined by the Board, including all responsibility for consistent with equity incentive awards to employees of the administration Company generally and settlement of such Outstanding LTI Awards shall be issued in accordance with the terms of the applicable Parent long-term equity incentive plan(splans of the Company, as amended through the date hereof and hereafter from time to time (the “Plans”). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and The Executive shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered enter into separate award agreements with respect to such Outstanding LTI Award and, in no event, later than two (2) days following Equity Incentive Awards and his rights with respect to such time, Equity Incentive Awards shall be governed by the Plans and Purchaser shall promptly remit such amount to the applicable Governmental Entityaward agreements.

Equity Incentive Awards. Parent shall retain any liabilities and obligations With respect to each full calendar year of the Term beginning with the 2026 calendar year, Executive will be eligible to receive an equity incentive award (the “Equity Incentive Award”), at the sole discretion of the Board, under the Rhinebeck Bancorp, Inc. 2025 Equity Incentive Plan, as may be amended from time to time (the “Equity Incentive Plan”), subject to the approval of the Equity Incentive Plan by the applicable regulatory agency. An Equity Incentive Award granted with respect to all long-term incentive compensation awards any calendar year (the calendar year to which the Equity Incentive Award relates being the “Equity Incentive Performance Year”) shall be subject the approval of the Board and shall be governed by the terms and conditions of the Equity Incentive Plan and any award agreement, grant notice, or other applicable equity-based incentive compensation awards that were granted governing agreement or arrangement (collectively, the Equity Incentive Plan and any award agreement, grant notice, or other applicable equity-governing agreement or arrangement referred to Business Employees prior to Closing and remain outstanding herein as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI AwardsEquity Governing Documents”), including, but not limited to, any performance- and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performancetime-based vesting conditions that are attained as set forth in the Equity Governing Documents. The Compensation Committee will set the target value of the Equity Incentive Award (the “Equity Incentive Target”) and the applicable performance goals for each Equity Incentive Performance Year. The Equity Incentive Target for each Equity Incentive Performance year shall be equal to between 25% and 50% of the avoidance of doubt, without regard to any continued service requirements)Executive’s then-current Base Salary, based on actual the value of the Equity Incentive Awards as of the date of the grant. Any Equity Incentive Awards awarded based on achievement of the applicable performance goals with respect to be determined by Parent in the ordinary course in its sole discretion. In additionan Equity Incentive Performance year shall vest and become earned over a three (3) year time-based vesting schedule, Parent shall retain all other obligations related subject to the Outstanding LTI Awardsterms and conditions of the Equity Governing Documents. Executive must remain continuously employed through each vesting date with respect to an Equity Incentive Award to earn such Equity Incentive Award, including all responsibility for the administration and settlement of such Outstanding LTI Awards in accordance with except as otherwise provided pursuant to the terms of the applicable Parent long-term incentive plan(s). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered with respect to such Outstanding LTI Award and, in no event, later than two (2) days following such time, and Purchaser shall promptly remit such amount to the applicable Governmental EntityEquity Governing Documents.

Equity Incentive Awards. Parent The Executive shall retain any liabilities and obligations with respect to all long-term also be eligible each calendar year during the Term for incentive compensation in the form of equity incentive awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Equity Incentive Awards”), the amount of which shall be between the Threshold Long Term Incentive Compensation Percentage and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a proMaximum Long-rated portion (based on the number of calendar days Term Incentive Compensation Percentage of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days Executive’s Base Salary as of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to immediately preceding December 31st and shall be determined by Parent the Board, upon recommendation of the Direct Supervisor, or if such Direct Supervisor is not an officer of the Company, an officer of the Company. The Equity Incentive Awards shall be based upon the performance of the Company, the Executive’s business unit and the Executive, determined in accordance with performance criteria established by the ordinary course in its sole discretionBoard and the Direct Supervisor at the commencement of each calendar year. In addition, Parent shall retain all other obligations related The performance criteria for the determination of the Company portion of the Executive’s Equity Incentive Award for the 2007 calendar year are as set forth on Exhibit A attached hereto. The Equity Incentive Award deliverable to the Outstanding LTI AwardsExecutive upon the Company attaining the target Company and individual performance established by the Board and the Direct Supervisor at the commencement of each calendar year shall be the Target Long-Term Incentive Compensation Percentage of the Executive’s Base Salary as of the immediately preceding December 31st. The Equity Incentive Awards shall be delivered to the Executive at the same time as equity incentive awards are delivered to other employees of the Company in accordance with the Company’s normal procedures and shall be conditioned upon the Executive’s continued employment with the Company through and including the scheduled date of delivery of equity incentive awards by the Company to its employees generally. The Equity Incentive Awards shall be in a form determined by the Board, including all responsibility for consistent with equity incentive awards to employees of the administration Company generally and settlement of such Outstanding LTI Awards shall be issued in accordance with the terms of the applicable Parent long-term equity incentive plan(splans of the Company, as amended through the date hereof and hereafter from time to time (the “Plans”). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and The Executive shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered enter into separate award agreements with respect to such Outstanding LTI Award and, in no event, later than two (2) days following Equity Incentive Awards and his rights with respect to such time, Equity Incentive Awards shall be governed by the Plans and Purchaser shall promptly remit such amount to the applicable Governmental Entityaward agreements.

Equity Incentive Awards. (a) Outstanding Parent shall retain any liabilities Options Held by Parent Group Employees and obligations with respect to all long-term incentive compensation awards Former Parent Group Employees. Each Parent Option held by a Parent Group Employee or a Former Parent Group Employee, that is outstanding and equity-based incentive compensation awards that were granted to Business Employees unexercised as of immediately prior to Closing the Effective Time, shall be subject to the same terms and remain conditions after the Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on the Parent Option after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time: (i) the number of Parent Shares subject to such Parent Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of Parent Shares subject to such Parent Option immediately prior to the Effective Time by (B) the Parent Ratio; and (ii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Effective Time by (B) the Parent Ratio. (b) Outstanding Parent Options Held by UpstreamCo Group Employees and Former UpstreamCo Group Employees. Each Parent Option held by an UpstreamCo Group Employee or a Former UpstreamCo Group Employee, that is outstanding and unexercised as of immediately prior to the Effective Time, shall be converted into an UpstreamCo Option and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent Option immediately prior to the Effective Time (except that references to Parent in the applicable plan and award agreement shall be deemed to refer to UpstreamCo, unless clearly dictated otherwise by context); provided, however, that certain restrictions may be imposed on the UpstreamCo Option after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time: (i) the number of UpstreamCo Shares subject to such UpstreamCo Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent Option immediately prior to the Effective Time by (B) the UpstreamCo Ratio; and (ii) the per share exercise price of such UpstreamCo Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the corresponding Parent Option immediately prior to the Effective Time by (B) the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (▇) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Awards Held by Parent Group Employees and Former Parent Group Employees. Each Parent RSU Award held by a Parent Group Employee or a Former Parent Group Employee that is outstanding as of immediately prior to the ClosingEffective Time, whether or not such awards would shall be settled in stock or cash (subject to the “Outstanding LTI Awards”), same terms and Purchaser conditions after the Effective Time as the terms and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect conditions applicable to such Outstanding LTI Awards. Parent RSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares; provided, however, that certain restrictions may be imposed on the Parent RSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time, the number of Parent Shares to which such Parent RSU Award relates shall cause each Business Employee who holds Outstanding LTI Awards be equal to the product obtained by multiplying (i) vest as to a pro-rated portion (based on the number of calendar days of the applicable vesting period that occur Parent Shares to which such Parent RSU Award related immediately prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and Effective Time by (ii) remain eligible the Parent Ratio (with any resulting fractional share paid to earn the award holder promptly following the Effective Time in the form of a procash payment equal to the product of such fractional share and the Post-rated portion (based on Separation Parent Stock Value; provided, however, that if the number of calendar days cash payment may result in adverse tax or legal treatment of the applicable vesting period that occur prior to award holder, the Closing Date) Parent or any member of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubtParent Group, without regard to any continued service requirements), based on actual performance to be as determined by the Parent in the ordinary course in its sole discretion. In addition, Parent shall retain all other obligations related the shares subject to the Outstanding LTI Awards, including all responsibility for the administration and settlement of such Outstanding LTI Awards in accordance with the terms of the applicable Parent long-term incentive plan(s). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as RSU Award may instead be reasonably requested in connection with such payments and (B) rounded down to the extent not already paid to the applicable Governmental Entity by Parent or one nearest whole number of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered with respect to such Outstanding LTI Award and, in no event, later than two (2) days following such time, and Purchaser shall promptly remit such amount to the applicable Governmental Entityshares).

Equity Incentive Awards. Parent The Executive shall retain any liabilities and obligations with respect to all long-term also be eligible each calendar year during the Term for incentive compensation in the form of equity incentive awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Equity Incentive Awards”), the amount of which shall be between the Threshold Long Term Incentive Compensation Percentage and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a proMaximum Long-rated portion (based on the number of calendar days Term Incentive Compensation Percentage of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days Executive’s Base Salary as of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to immediately preceding December 31st and shall be determined by Parent the Board, upon recommendation of the Direct Supervisor, or if such Direct Supervisor is not an officer of the Company, an officer of the Company. The Equity Incentive Awards shall be based upon the performance of the Company, the Executive’s business unit and the Executive, determined in accordance with performance criteria established by the ordinary course in its sole discretionBoard and the Direct Supervisor at the commencement of each calendar year. In addition, Parent shall retain all other obligations related The performance criteria for the determination of the Company portion of the Executive’s Equity Incentive Award for the 2010 calendar year are as set forth on Exhibit A attached hereto. The Equity Incentive Award deliverable to the Outstanding LTI AwardsExecutive upon the Company attaining the target Company and individual performance established by the Board and the Direct Supervisor at the commencement of each calendar year shall be the Target Long-Term Incentive Compensation Percentage of the Executive’s Base Salary as of the immediately preceding December 31st. The Equity Incentive Awards shall be delivered to the Executive at the same time as equity incentive awards are delivered to other employees of the Company in accordance with the Company’s normal procedures and shall be conditioned upon the Executive’s continued employment with the Company through and including the scheduled date of delivery of equity incentive awards by the Company to its employees generally. The Equity Incentive Awards shall be in a form determined by the Board, including all responsibility for consistent with equity incentive awards to employees of the administration Company generally and settlement of such Outstanding LTI Awards shall be issued in accordance with the terms of the applicable Parent long-term equity incentive plan(splans of the Company, as amended through the date hereof and hereafter from time to time (the “Plans”). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and The Executive shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered enter into separate award agreements with respect to such Outstanding LTI Award and, in no event, later than two (2) days following Equity Incentive Awards and his rights with respect to such time, Equity Incentive Awards shall be governed by the Plans and Purchaser shall promptly remit such amount to the applicable Governmental Entityaward agreements.

Equity Incentive Awards. Parent The Executive shall retain any liabilities and obligations with respect to all long-term also be eligible each calendar year during the Term for incentive compensation in the form of equity incentive awards and equity-based incentive compensation awards that were granted to Business Employees prior to Closing and remain outstanding as of the Closing, whether or not such awards would be settled in stock or cash (the “Outstanding LTI Equity Incentive Awards”), the amount of which shall be between the Threshold Long Term Incentive Compensation Percentage and Purchaser and its Subsidiaries (including the Transferred Entities) shall assume no liabilities or obligations with respect to such Outstanding LTI Awards. Parent shall cause each Business Employee who holds Outstanding LTI Awards to (i) vest as to a proMaximum Long-rated portion (based on the number of calendar days Term Incentive Compensation Percentage of the applicable vesting period that occur prior to the Closing Date) of all such Outstanding LTI Awards that are not subject to performance-based vesting conditions, and (ii) remain eligible to earn a pro-rated portion (based on the number of calendar days Executive’s Base Salary as of the applicable vesting period that occur prior to the Closing Date) of such Outstanding LTI Awards that are subject to performance-based vesting conditions that are attained (for the avoidance of doubt, without regard to any continued service requirements), based on actual performance to immediately preceding December 31st and shall be determined by Parent the Board. The Equity Incentive Awards shall be based upon the performance of the Company, the Executive’s business unit and the Executive, determined in accordance with performance criteria established by the ordinary course in its sole discretionBoard (following consultation with the Executive)at the commencement of each calendar year. In addition, Parent shall retain all other obligations related The performance criteria for the determination of the Company portion of the Executive’s Equity Incentive Award for the 2010 calendar year are as set forth on Exhibit A attached hereto. The Equity Incentive Award deliverable to the Outstanding LTI AwardsExecutive upon the Company attaining the target Company and individual performance agreed by the Executive and the Board at the commencement of each calendar year shall be the Target Long-Term Incentive Compensation Percentage of the Executive’s Base Salary as of the immediately preceding December 31st. The Equity Incentive Awards shall be delivered to the Executive at the same time as equity incentive awards are delivered to other employees of the Company in accordance with the Company’s normal procedures and shall be conditioned upon the Executive’s continued employment with the Company through and including the scheduled date of delivery of equity incentive awards by the Company to its employees generally. The Equity Incentive Awards shall be in a form determined by the Board, including all responsibility for consistent with equity incentive awards to employees of the administration Company generally and settlement of such Outstanding LTI Awards shall be issued in accordance with the terms of the applicable Parent long-term equity incentive plan(splans of the Company, as amended through the date hereof and hereafter from time to time (the “Plans”). In the event that Purchaser reasonably determines that Purchaser or any of its Subsidiaries (including any Transferred Entity) is responsible for any Tax withholdings or employment or social Taxes or insurance payments in connection with an Outstanding LTI Award, (A) Purchaser, on the one hand, and Parent, on the other hand, shall, and The Executive shall cause their respective Affiliates to cooperate with each other and their respective Affiliates as may be reasonably requested in connection with such payments and (B) to the extent not already paid to the applicable Governmental Entity by Parent or one of its Affiliates, Parent shall remit an amount equal to such payments to Purchaser to the applicable Affiliate of Purchaser promptly following the time when such Tax is triggered enter into separate award agreements with respect to such Outstanding LTI Award and, in no event, later than two (2) days following Equity Incentive Awards and his rights with respect to such time, Equity Incentive Awards shall be governed by the Plans and Purchaser shall promptly remit such amount to the applicable Governmental Entityaward agreements.