Common use of Stock Incentive Plans Clause in Contracts

Stock Incentive Plans. (a)__Upon the consummation of the Offer, as and to the extent provided in the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding immediately prior to the consummation of the Offer, whether or not then exercisable, shall be canceled by the Company in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to (x) the excess of (1) the price per Share paid in the Offer over (2) the award price assigned to the phantom stock unit, multiplied by (y) the number of Shares subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined in accordance with the Company's Change of Control Plan) through the remainder of the term of each such Company Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "DSC Amount"); (iv) each share of contingent restricted stock issued under the Company's 1998 Long Term Incentive Plan (the "1998 LTIP") that is eligible for conversion upon achievement of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees in accordance with the 1998 LTIP; and (vi) each share of performance-based restricted stock outstanding immediately prior to the consummation of the Offer (including amounts issued under clauses (iv) and (v) of this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount").

Stock Incentive Plans. (a)__Upon i) As of the Effective Time, each outstanding Weeks Stock Option shall be assumed by Duke and shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Weeks Stock Option (including, without limitation, vesting and exercisability but without regard to any provisions that would result in the acceleration of such vesting or exercisability due to the execution and delivery of this Agreement or the consummation of the Offertransactions contemplated by this Agreement), the same number of shares of Duke Common Stock as and the holder of such Weeks Stock Option would have been entitled to receive pursuant to the extent provided REIT Merger had such holder exercised such Weeks Stock Option in the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding full immediately prior to the consummation Effective Time at a price per share equal to the aggregate exercise price for the shares subject to such Weeks Stock Option divided by the number of full shares of Duke Common Stock deemed to be purchasable pursuant to such Weeks Stock Option; PROVIDED, HOWEVER, that the Offernumber of shares of Duke Common Stock that may be purchased upon exercise of such Weeks Stock Option shall not include any fractional share but shall be rounded upward to the next whole number of shares, whether or not then exercisableif rounding up would disqualify an option as an incentive stock option, shall be canceled by rounded down to the Company in exchange nearest whole number and cash shall be paid to each affected optionee as compensation for an amount in cash, payable such fractional share based on the fair market value of Duke Common Stock at the time Effective Time. Shares of such cancellation, equal Duke Common Stock received pursuant to the product terms of (x) the number this Agreement, in consideration for shares of Shares Weeks Common Stock which have been held by Weeks executives and which are unvested and subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable forfeiture at the time of such cancellation, equal Effective Time pursuant to (x) the excess of (1) the price per Share paid in the Offer over (2) the a restricted stock award price assigned to the phantom stock unit, multiplied by (y) the number of Shares under a Weeks Stock Plan shall vest and be subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined forfeiture in accordance with the Company's Change of Control Plan) through the remainder terms of the term applicable restricted stock award of each such Company Weeks Common Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time absence of such cancellation, equal the transactions contemplated by this Agreement. Prior to the price per Share paid Effective Time, Weeks will use its commercially reasonable efforts to obtain any necessary consents and shall (to the extent permitted under the terms of the Weeks Stock Plans) make any amendments to and take any actions in the Offer (the "DSC Amount"); (iv) each share respect of contingent any Weeks Stock Plans, Weeks Stock Options or restricted stock issued under award to the Company's 1998 Long Term Incentive Plan extent such consents or amendments are necessary to give effect to the foregoing (including without limitation, the "1998 LTIP") that is eligible for conversion upon achievement elimination of any right to acceleration of exercisability or vesting as a result of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation completion of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees in accordance with the 1998 LTIP; and (vi) each share of performance-based restricted stock outstanding immediately prior to the consummation of the Offer (including amounts issued under clauses (iv) and (v) of transactions contemplated by this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"Agreement).

Stock Incentive Plans. (a)__Upon i) As of the Effective Time, each outstanding Weeks Stock Option shall be assumed by Duke and shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Weeks Stock Option (including, without limitation, vesting and exercisability but without regard to any provisions that would result in the acceleration of such vesting or exercisability due to the execution and delivery of this Agreement or the consummation of the Offertransactions contemplated by this Agreement), the same number of shares of Duke Common Stock as and the holder of such Weeks Stock Option would have been entitled to receive pursuant to the extent provided REIT Merger had such holder exercised such Weeks Stock Option in the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding full immediately prior to the consummation Effective Time at a price per share equal to the aggregate exercise price for the shares subject to such Weeks Stock Option divided by the number of full shares of Duke Common Stock deemed to be purchasable pursuant to such Weeks Stock Option; provided, however, that the Offernumber of shares of Duke Common -------- ------- Stock that may be purchased upon exercise of such Weeks Stock Option shall not include any fractional share but shall be rounded upward to the next whole number of shares, whether or not then exercisableif rounding up would disqualify an option as an incentive stock option, shall be canceled by rounded down to the Company in exchange nearest whole number and cash shall be paid to each affected optionee as compensation for an amount in cash, payable such fractional share based on the fair market value of Duke Common Stock at the time Effective Time. Shares of such cancellation, equal Duke Common Stock received pursuant to the product terms of (x) the number this Agreement, in consideration for shares of Shares Weeks Common Stock which have been held by Weeks executives and which are unvested and subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable forfeiture at the time of such cancellation, equal Effective Time pursuant to (x) the excess of (1) the price per Share paid in the Offer over (2) the a restricted stock award price assigned to the phantom stock unit, multiplied by (y) the number of Shares under a Weeks Stock Plan shall vest and be subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined forfeiture in accordance with the Company's Change of Control Plan) through the remainder terms of the term applicable restricted stock award of each such Company Weeks Common Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time absence of such cancellation, equal the transactions contemplated by this Agreement. Prior to the price per Share paid Effective Time, Weeks will use its commercially reasonable efforts to obtain any necessary consents and shall (to the extent permitted under the terms of the Weeks Stock Plans) make any amendments to and take any actions in the Offer (the "DSC Amount"); (iv) each share respect of contingent any Weeks Stock Plans, Weeks Stock Options or restricted stock issued under award to the Company's 1998 Long Term Incentive Plan extent such consents or amendments are necessary to give effect to the foregoing (including without limitation, the "1998 LTIP") that is eligible for conversion upon achievement elimination of any right to acceleration of exercisability or vesting as a result of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation completion of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outstanding shares of contingent restricted stock issued under the 1998 LTIP); (v) the performance supplement related to the contingent restricted stock referred to in clause; (iv) above shall be calculated immediately prior to the consummation of the Offer using the price per Share to be paid in the Offer, and the resulting number of shares of performance-based restricted stock shall be issued to the Company's employees in accordance with the 1998 LTIP; and (vi) each share of performance-based restricted stock outstanding immediately prior to the consummation of the Offer (including amounts issued under clauses (iv) and (v) of transactions contemplated by this Section 7.4(a)) shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "Restricted Stock Amount"Agreement).