Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. (a) At the Effective Time, each option to purchase shares of Common Stock granted under the Company Stock Plans (each, a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed and converted automatically at the Effective Time into an option to acquire shares of Parent Stock, on substantially the same terms and conditions as were applicable under such Company Option (including vesting schedule) except that (i) the number of shares of Parent Stock subject to each such option or right shall be determined by multiplying the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) and (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share exercise price for the shares of Common Stock otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Option an appropriate notice setting forth the terms of such assumption and conversion. With respect to any Company Option that is an “incentive stock option” (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Code.

Treatment of Company Options. (a) At the Effective Time, each Each outstanding option to purchase shares of Common Company Capital Stock granted under the Company Stock Plans Option Plan (each, a “Company Option”) ), whether or not exercisable or vested, that is outstanding immediately prior to the Effective TimeTime and held by an individual who will continue to provide services to or be employed by the Company immediately following the Effective Time (each such holder, whether or not then vested or exercisablean “Eligible Holder,” and each such Company Option, a “Converted Company Option”), shall be assumed substituted automatically, in a manner consistent with Sections 424 and converted automatically at 409A of the Effective Time into Code, pursuant to the terms and conditions of this Agreement and without further action by the parties hereto or the holders of Company Options with an option to acquire purchase such number of shares of Parent Stock, on substantially the same terms and conditions Stock (a “Parent Option”) as were applicable under such Company Option is determined by multiplying (including vesting schedule) except that (ia) the number of shares of Parent Stock subject to each such option or right shall be determined by multiplying the number of shares of Company Common Stock subject to such Converted Company Option immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not includingb) the Closing Date (Option Ratio, rounded down to the nearest whole share) and (ii) the exercise price per share number of shares of Parent Stock Stock. With respect to each Parent Option substituted for a Converted Company Option: (rounded up to the nearest whole cent) shall equal (xi) the per share exercise price for the shares of Parent Stock issuable upon exercise of such Parent Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock otherwise purchasable pursuant to at which such Converted Company Option was exercisable immediately prior to the Effective Time divided by the Option Ratio, rounded up to the nearest whole cent, and (yii) the Equity Parent Options shall not be exercisable prior to the time such Parent Options are vested. The Parent Options shall be granted under Parent’s 2014 Incentive Award Exchange RatioPlan and, from and after the Effective Time, shall be administered in accordance therewith, except that such options shall continue to vest on the vesting schedule applicable to each such Converted Company Option as of immediately prior to the Effective Time. As soon as reasonably practicable following after the Effective TimeClosing Date, Parent shall deliver issue to each individual who is a holder of a Company Parent Option an appropriate notice setting forth a document evidencing the terms of such assumption and conversion. With respect to any Company Option that is an “incentive stock option” (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Codeforegoing.

Treatment of Company Options. 19 US-DOCS\137120358.19 CAN_DMS: \149532846\17 (a) At All Company Options that are outstanding and unexercised as of immediately prior to the Closing will vest in full (to the extent then-unvested) effective immediately prior to the Closing. Effective Timeas of the Closing, each option to purchase shares of Common Stock granted under the Company Stock Plans (each, a “Company Option”) Option that is outstanding immediately prior to the Effective TimeClosing with an exercise price that is less than the Per Share Purchase Price (each, whether or not then vested or exercisable, an “In-the-Money Option”) shall be assumed by Parent and converted automatically at the Effective Time Closing into the right to receive an option to acquire purchase shares of Parent Stock, on Class A Common Stock upon substantially the same terms and conditions as were applicable under are in effect with respect to such Company Option option immediately prior to the Closing (including vesting schedule) each, a “Parent Option”), except that (ix) the such Parent Option shall relate to that whole number of shares of Parent Class A Common Stock subject equal to each such option or right shall be determined by multiplying the number of shares of Company Common Stock Shares subject to such Company Option immediately prior to the Effective Time Closing multiplied by a fraction the Exchange Ratio (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) ); and (iiy) the exercise price per share for each such Parent Option shall be equal to the exercise price of Parent Stock such Company Option as in effect immediately prior to Closing divided by the Exchange Ratio (and rounded up to the nearest whole cent) shall equal ); provided, however, that the conversion of the Company Options in a manner intended to comply with (x) the per share exercise price for the shares of Common Stock otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Option an appropriate notice setting forth the terms of such assumption and conversion. With respect to any Company Option that is intended to qualify as an “incentive stock option” (option within the meaning of Section 422 424 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a424 of the Code, and (y) in each case, the requirements of Section 409A of the Code. It is further intended that the aggregate “in-the-money” value, immediately after the exchange, of the Parent Option issued to a Company Option Holder pursuant hereto not exceed the aggregate “in-the-money” value, immediately before the exchange, of such holder’s In-the- Money Options exchanged, such that the exchange for the Parent Option hereunder be made pursuant to (and qualify under) the provisions of subsection 7(1.4) of the Code.Income Tax Act (Canada). Therefore, in the event that the “in-the-money” amount of any Parent Option immediately after the exchange exceeds the “in-the-money” amount of any exchanged In-the- Money Option, immediately before the exchange, the exercise price per share of the Parent Option will be adjusted accordingly with effect at and from the time of execution of this Agreement to ensure that the “in-the-money” amount of the Parent Options, immediately after the exchange, does not exceed the “in-the-money” amount, immediately before the exchange, of the Company Option exchanged, in order that this exchange be made pursuant to subsection 7(1.4) of the Income Tax Act (Canada). ARTICLE III

Treatment of Company Options. (a) At the Effective Time, each option to purchase shares of Common Stock granted under the Company Stock Plans (each, a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed and converted automatically at the Effective Time into an option to acquire shares of Parent Stock, on substantially the same terms and conditions as were applicable under such Company Option (including vesting schedule) except that (i) the number of shares of Parent Stock subject to each such option or right shall be determined by multiplying the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) and (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share exercise price for the shares of Common Stock otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio. As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Option 6 an appropriate notice setting forth the terms of such assumption and conversion. With respect to any Company Option that is an “incentive stock option” (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Code.

Treatment of Company Options. Prior to the Effective Time, the Company and Parent and the Board of Directors of the Company (aor any duly authorized committee thereof) At shall, as applicable, take or cause to be taken all corporate actions necessary, including adopting appropriate resolutions to provide that, as of the Effective Time, each option Company Option (whether or not vested) shall be assumed by Parent and shall continue in full force and effect, containing the same terms, conditions, vesting and other provisions as are currently applicable to purchase such Company Options; provided that (A) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Conversion Ratio multiplied by the number of shares of Company Common Stock granted under the subject to such Company Stock Plans (each, a “Company Option”) that is outstanding Option as of immediately prior to the Effective Time, whether or not then vested or exercisablein each case, shall be assumed and converted automatically at the Effective Time into an option to acquire shares of Parent Stock, on substantially the same terms and conditions as were applicable under such Company Option (including vesting schedule) except that (i) the number of shares of Parent Stock subject to each such option or right shall be determined by multiplying the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) and (ii) the per share exercise price per share of Parent Stock (rounded up to the nearest whole cent) that shall equal (x) the per share exercise price for the shares of Common Stock otherwise purchasable pursuant to such Company Option as of immediately prior to the Effective Time divided by the Conversion Ratio (yas so converted, a “Converted Company Option”), further provided that (B) with respect to each such Company Option, any fractional shares that would be issuable upon exercise thereof will be rounded down to the Equity Award Exchange Rationearest whole number of Parent Class A Shares and the per share exercise price will be rounded up to the nearest whole cent. As soon as reasonably practicable following the Effective Time, Parent shall deliver adopt the Parent Equity Incentive Plan, which will cover the Converted Company Options, pursuant to Section 8.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each holder of a Converted Company Option an appropriate notice setting forth shall be determined in a manner consistent with the terms requirements of such assumption and conversion. With respect Section 409A of the Code; further provided that in the case of any Unvested Company Options to any Company Option that is an “incentive stock option” (within the meaning of which Section 422 of the Code) immediately prior Code applies, the exercise price and the number of Parent Class A Shares purchasable pursuant to the Effective Timeapplicable Converted Company Option shall be determined in accordance with the foregoing, the parties hereto intend that subject to such assumption and conversion shall, adjustments as are necessary in order to the extent reasonably practicable, conform to satisfy the requirements of Section 424(a) of the Code.

Treatment of Company Options. (a) At Immediately prior to the Effective Time, except as otherwise agreed to in writing among a holder of a Company Option, the Company and Parent, each option to purchase shares of Common Stock Company Option granted under the Company Stock Plans (each, a “Company Option”) Share Incentive Plan that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, Time shall be assumed and converted automatically at the Effective Time into by Parent as an option to acquire purchase, in the case of a Company Option to purchase Class A Shares, Class A ordinary shares of Parent Stockor the other class of shares of Parent having the substantially same voting power as Class A Shares, on or in the case of a Company Option to purchase Class B Shares, Class B ordinary shares of Parent or the other class of shares of Parent having the substantially same voting power as Class B Shares. Each of such outstanding Company Options so assumed by Parent pursuant to this Section 3.3(a) shall continue to have, and be subject to, the same terms and conditions as were applicable under such Company Option (including vesting scheduleconditions) set forth in the Share Incentive Plan under which it was granted and the award agreements in respect thereof, as in effect immediately prior to the Effective Time, except that (ia) the number of shares of Parent Stock subject to each covered by such option or right shall be determined by multiplying assumed Company Option will equal the number of shares of Common Stock Shares subject to such Company Option immediately prior to multiplied by the Effective Time by a fraction (the “Equity Award Exchange Ratio”), with the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (result rounded down to the nearest whole share) , and (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole cent) shall equal (xb) the per share exercise price for the shares of Common Stock otherwise purchasable pursuant to Parent issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the Exercise Price per Share at which such assumed Company Option was exercisable immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio, rounded up to the nearest whole cent. As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder The assumption of a Company Option an appropriate notice setting forth pursuant to this Section 3.3(a) that are held by U.S. taxpayers shall be effected in a manner that satisfies the terms requirements of U.S. Treasury Regulation 1.409A-1(b)(5)(v)(D), and the Treasury Regulations promulgated thereunder, and in the case of any such assumption and conversion. With respect to any Company Option that is qualifies as an “incentive stock option” (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Code. The “Exchange Ratio” is the ratio of the Per Share Merger Consideration divided by the fair market value of one share of Parent as of the Effective Time.