Common use of Company Equity Awards Clause in Contracts

Company Equity Awards. (a) Each Company Stock Option that is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall be equitably adjusted immediately prior to the Effective Time pursuant to the terms of the applicable Company Stock Plan and award agreement by reducing the exercise price thereof by an amount equal to the Pre-Merger Special Dividend, contingent on the consummation of the Merger. At the Effective Time, each unexercised Company Stock Option that is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall, as of the Effective Time, be assumed by TopCo and shall be converted into a cash-settled stock appreciation right (a “TopCo SAR”), on the same terms and conditions as were applicable under such Company Stock Option (including with respect to vesting and acceleration of vesting upon certain terminations of employment following the Effective Time), corresponding to a number of TopCo Common Shares (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by the Exchange Ratio, at a base price per TopCo Common Share (rounded up to the nearest whole cent) equal to the exercise price per share of Company Common Stock of such Company Stock Option (after giving effect to the adjustment described in the first sentence of this Section 2.05(a)) divided by the Exchange Ratio; provided that upon exercise, the holder of a TopCo SAR shall be entitled to receive a cash payment per share equal to the excess, if any, of (i) the fair market value of a TopCo Common Share (as determined in accordance with the terms of the applicable Company Stock Plan) as of the exercise date over (ii) the base price of such TopCo SAR.

Company Equity Awards. (a) Each Company Stock Option that is outstanding immediately prior to At the Effective Time, whether each unexpired and unexercised outstanding option granted or not vested or exercisable, issued under stock incentive plans of the Company in effect on the date hereof (a “Company Stock Option”) shall be equitably adjusted automatically converted into, and substituted with, an option to purchase that number of shares of Parent Stock equal to the number of shares of Company Stock subject to the Company Stock Option immediately prior to the Effective Time pursuant to multiplied by the terms of the applicable Company Stock Plan Option Exchange Ratio (and award agreement by reducing the exercise price thereof by an amount equal to the Pre-Merger Special Dividend, contingent on the consummation of the Merger. At the Effective Time, each unexercised Company Stock Option that is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall, as of the Effective Time, be assumed by TopCo and shall be converted into a cash-settled stock appreciation right (a “TopCo SAR”), on the same terms and conditions as were applicable under such Company Stock Option (including with respect to vesting and acceleration of vesting upon certain terminations of employment following the Effective Time), corresponding to a number of TopCo Common Shares (rounded down to the nearest whole share), determined by multiplying with an exercise price per share equal to the number of shares of Company Common Stock subject to such exercise price per share that existed under the corresponding Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, at a base price per TopCo Common Share Ratio (and rounded up to the nearest whole cent) equal ), and with the same vesting schedule (including any accelerated vesting pursuant to the exercise price per share agreements listed in Section 4.17(d) of the Company Common Stock of Disclosure Schedule) as was applicable under such Company Stock Option (after giving effect to immediately before the adjustment described in the first sentence of this Section 2.05(a)) divided by the Effective Time. The “Option Exchange Ratio; provided that upon exercise, the holder of a TopCo SAR ” shall be entitled to receive a cash payment per share equal to the excessquotient (rounded to five decimal points) obtained by dividing the Per Share Merger Consideration by the closing price of Parent Stock on Nasdaq on the Closing Date. For this purpose, if any, of “Per Share Merger Consideration” means the quotient (rounded to five decimal points) obtained by dividing (i) the fair market value on the Closing Date of the aggregate Merger Consideration (excluding any portion allocated to Dissenting Shares), with the value of a TopCo Common Share (as determined in accordance with the terms Parent Stock portion of the applicable Company Merger Consideration calculated based on the closing price of Parent Stock Plan) as of on Nasdaq on the exercise date over Closing Date, by (ii) the base price total number of such TopCo SARshares of Company Stock outstanding immediately prior to the Closing Date (excluding any Dissenting Shares). It is intended that the foregoing conversion shall be carried out in a manner satisfying the requirements of Sections 424(a) and 409A of the Code.