Common use of Treatment of Equity Awards Clause in Contracts

Treatment of Equity Awards. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any HBI Option, each HBI Option, whether vested or unvested, that is outstanding and unexercised immediately before the Effective Time (after giving effect to any HBI Options exercised immediately prior to the Effective Time) will cease, at the Effective Time, to represent a right to acquire shares of HBI Stock and will be converted at the Effective Time, without any action on the part of the holder of such HBI Option, into an option to purchase TCB Stock (a “Converted Stock Option”), on the same terms and conditions as were applicable under such HBI Option (but subject to and taking into account any required acceleration of vesting of such HBI Option pursuant to the terms of the applicable HBI Stock Plan as in effect on the date hereof without any further action by HBI). The number of shares of TCB Stock subject to each such Converted Stock Option will be equal to (a) the product (rounded up to the nearest whole share) obtained by multiplying (w) the number of shares of HBI Stock subject to the HBI Option immediately prior to the Effective Time by (x) the Exchange Ratio, and (b) such product, shall be rounded, as applicable, to the nearest whole share (with 0.50 being rounded upward). The exercise price of each such Converted Stock Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (y) the exercise price per share of the HBI Option immediately prior to the Effective Time by (z) the Exchange Ratio. For the avoidance of doubt, the intent of this Section 1.11 is to convert an HBI Option into an option to acquire at an exercise price adjusted for the Exchange Ratio the same number of shares of TCB Stock that such holder of HBI Options would have received if such HBI Options had been exercised immediately prior to the consummation of the Merger.

Treatment of Equity Awards. As (a) Effective as of the Effective Time, by virtue of the Merger each DISH Option that is outstanding and without any action on the part of the holders of any HBI Option, each HBI Optionunexercised, whether vested or unvested, that is outstanding and unexercised immediately before the Effective Time (after giving effect to any HBI Options exercised immediately prior to the Effective Time) will cease, at the Effective Time, Time shall cease to represent a right to acquire shares of HBI DISH Common Stock and will shall be converted at the Effective Time, without any action on the part of the holder of such HBI Option, automatically into an option to purchase TCB Stock (a “Converted Stock Option”), EchoStar Option on substantially the same terms and conditions as were (including applicable under such HBI Option vesting (but including, if applicable, any performance-based vesting, subject to any adjustments to the extent necessary to reflect the consummation of the Merger and taking into account any required acceleration of vesting of such HBI Option pursuant the other transactions contemplated by this Agreement, subject to the terms set forth on Section 1.7(a) of the applicable HBI Stock Plan DISH Disclosure Letter, and vesting acceleration), exercise and expiration provisions) as in effect on the date hereof without any further action by HBI). The number of shares of TCB Stock subject to each such Converted Stock Option will be equal to (a) the product (rounded up applied to the nearest whole share) obtained by multiplying corresponding DISH Option immediately prior to the Effective Time, except that: (wi) the number of shares of HBI EchoStar Class A Common Stock subject to each EchoStar Option shall be determined by multiplying: (A) the number of shares of DISH Common Stock subject to the HBI corresponding DISH Option immediately prior to the Effective Time Time; by (xB) the Exchange Ratio, and (b) rounding such product, shall be rounded, as applicable, product down to the nearest whole number of shares; and (ii) the per share (with 0.50 being rounded upward). The exercise price for the shares of EchoStar Class A Common Stock issuable upon exercise of each such Converted EchoStar Option shall be determined by dividing: (A) the per share exercise price for the shares of DISH Common Stock Option will be equal otherwise purchasable pursuant to the corresponding DISH Option immediately prior to the Effective Time; by (B) the Exchange Ratio, and rounding such quotient (rounded up to the nearest whole cent) obtained by dividing (y) ; provided that the exercise price per share of and the HBI Option immediately prior to the Effective Time by (z) the Exchange Ratio. For the avoidance of doubt, the intent of this Section 1.11 is to convert an HBI Option into an option to acquire at an exercise price adjusted for the Exchange Ratio the same number of shares of TCB EchoStar Class A Common Stock that such holder of HBI Options would have received if such HBI Options had been exercised immediately prior purchasable pursuant to the consummation EchoStar Options into which DISH Options are converted shall be determined in a manner consistent with the requirements of Section 409A of the MergerCode; provided further that, in the case of any DISH Option to which Section 422 of the Code applies, the exercise price and the number of shares of EchoStar Class A Common Stock purchasable pursuant to the EchoStar Option into which such DISH Option is converted shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code.

Treatment of Equity Awards. As The Merger Agreement sets forth the terms and conditions that apply to all equity awards that are outstanding as of the Effective Time, by virtue of . All Options that are outstanding immediately before the Merger and without any action on the part of the holders of any HBI Option, each HBI OptionEffective Time, whether vested or unvested, that which are held by an individual who is outstanding and unexercised an employee or consultant of Move immediately before the Effective Time (after giving effect to any HBI Options exercised immediately prior to the Effective Time) will cease, be automatically assumed by Parent at the Effective Time, . Each assumed Option will continue to represent a right to acquire shares of HBI Stock and will be converted at the Effective Time, without any action on the part of the holder of such HBI Option, into an option to purchase TCB Stock (a “Converted Stock Option”), on have the same terms and conditions as were applicable under such HBI Option (but subject to and taking into account any required acceleration of vesting of such HBI Option pursuant applied to the terms of Option immediately before the applicable HBI Stock Plan as in effect on Effective Time, except that (i) the date hereof without any further action by HBI). The assumed Option will be exercisable for a number of shares of TCB Class A Common Stock subject to each such Converted Stock Option will be equal to (a) the product of Parent (rounded up down to the nearest whole share) obtained by multiplying equal to the product of (wA) the number of shares of HBI Stock subject Shares to which the HBI assumed Option related immediately prior to before the Effective Time by and (xB) the Exchange Ratioquotient of the Merger Consideration and the average closing price for a share of Parent’s common stock as reported on the NASDAQ Global Select Market (as reported in The Wall Street Journal, and or, if not reported thereby, in any other authoritative source) for the five (b5) such productconsecutive trading days ending with closing date of the Merger, shall be rounded, as applicable, rounded to the nearest whole one ten thousandth (the “Equity Award Exchange Ratio”) and (ii) the per share (with 0.50 being rounded upward). The exercise price for the shares of each such Converted Class A Common Stock of Parent issuable upon the exercise of the assumed Option will be equal to the quotient of (A) the per-Share exercise price of the assumed Option immediately before the Effective Time and (B) the Equity Award Exchange Ratio (rounded up to the nearest whole cent) obtained ). All Options to acquire Shares that are outstanding immediately before the Effective Time, whether vested or unvested, which are held by dividing an individual who is not an employee or consultant of Move immediately before the Effective Time will, at Parent’s election, either be assumed by Xxxxxx as described in the immediately prior paragraph or cancelled at the Effective Time. If Parent elects to cancel these Options then (yi) the holder will receive a cash payment in respect of each Share relating to a cancelled Option in an amount equal to the excess, if any, of the Merger Consideration over the per-Share exercise price per share of the HBI Option, with payment subject to applicable tax withholding and paid without interest and (ii) any Option that has a per-Share exercise price which equals or exceeds the Merger Consideration will be cancelled at the Effective Time without the payment of any consideration. Each RSU that is outstanding immediately before the Effective Time, whether vested or unvested, will automatically be assumed by Parent. Each assumed RSU will continue to have the same terms and conditions as applied to the RSU immediately before the Effective Time, except that the assumed RSU will be converted into the right to receive a number of whole shares of Class A Common Stock of Parent (rounded down to the nearest whole share) equal to the product of (A) the number of Shares to which the RSU related immediately prior to the Effective Time by and (zB) the Equity Award Exchange Ratio. For All restricted Shares that are outstanding immediately before the avoidance Effective Time and held by an individual who is not a non-employee director of doubt, Move immediately before the intent of this Section 1.11 is Effective Time will be automatically assumed by Parent at the Effective Time. Each assumed restricted share will continue to convert an HBI Option into an option to acquire at an exercise price adjusted for the Exchange Ratio have the same terms and conditions Table of Contents as applied to the restricted share immediately before the Effective Time, except that the assumed restricted shares will be converted into a number of restricted shares of TCB Stock that such holder Class A common stock of HBI Options would have received if such HBI Options had been exercised immediately prior Parent (rounded to the consummation nearest whole share) equal to the product of (A) the Mergernumber of Shares to which the assumed restricted share related immediately before the Effective Time and (B) the Equity Award Exchange Ratio. Each restricted Share that is outstanding immediately before the Effective Time and held by an individual who is a non-employee director of Move immediately before the Effective Time will automatically vest and be cancelled at the Effective Time in exchange for a cash payment equal to the Merger Consideration less any applicable taxes.