Common use of Restricted Stock and Restricted Stock Units Clause in Contracts

Restricted Stock and Restricted Stock Units. The Agere Committee shall cause each Award that consists of restricted shares of Lucent Common Stock or restricted stock units relating to shares of Lucent Common Stock that is outstanding as of the Distribution Date and is held by a Transferred Individual to be adjusted, effective as of the Distribution Date, by substitution of a new Award under an Agere Stock Award Plan consisting of a number of restricted shares of Agere Common Stock and/or restricted stock units relating to shares of Agere Common Stock equal to the number of restricted shares or restricted stock units of Lucent Common Stock constituting such Award as of the Distribution Date multiplied by the Ratio, with fractional shares rounded down. Each such adjusted Award shall otherwise have the same terms and conditions as were applicable to the corresponding Lucent Award as of the Distribution Date, except that references to Lucent and its Affiliates shall be amended to refer to Agere and its Affiliates and dividend equivalent payments, if any, shall be payable after the Distribution Date with reference to dividends on Agere Common Stock. In the event of a Change in Control, the adjustments and substitution provided for herein shall be made as of the Offering Date with respect to the Awards outstanding on the day before the Change in Control and held by Agere Individuals, based on the Ratio.