Common use of Company Compensatory Awards Clause in Contracts

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Parent and converted automatically at the Effective Time into an option, restricted stock unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, except that (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Company Compensatory Award immediately prior to the Effective Time by a fraction (the “Award Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share), and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of Section 409A of the Code and, with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective Time. (b) Notwithstanding the foregoing clause (a), each Company Compensatory Award that is held by a person who is not an employee of, or a consultant to, the Company or any Subsidiary of the Company as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, immediately prior to the Effective Time, be cancelled and extinguished and the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) thereof shall automatically be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number of Company Shares that were issuable upon exercise or settlement of the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) of such Cashed Out Compensatory Award immediately prior to the Effective Time (after giving effect to any acceleration provided under the terms of the applicable Company Share Plan under which the Company Compensatory Award was granted, the applicable award agreement and any other Acquired Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and (ii) the Per Share Merger Consideration, less any per share exercise price or purchase price of such Cashed Out Compensatory Award. In the event any Cashed Out Compensatory Award is subject to Section 409A of the Code, the payment of the amount of cash with respect thereto shall be delayed to the extent necessary to comply with Section 409A of the Code. (c) The Company shall take such action as may be reasonably necessary to provide that following the Effective Time, no holder of a Company Compensatory Award or any participant in any Company Share Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company or under any employment agreement shall have any right hereunder to acquire any Company Shares, any interest in Company Shares (including any “phantom” stock or stock appreciation rights) or any other interest in the equity of the Company, any of its Subsidiaries or the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoing, on the first day of any fiscal year commencing after the date of this Agreement and prior to the Effective Time, the Company shall cause the number of shares reserved for issuance pursuant to the Company 2007 Incentive Compensation Plan to increase by the maximum amount permissible under Section 4.1(y)(i) and (ii) of the Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation Plan. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the board of directors of the Company (or, if appropriate, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for the assumption and conversion of the Company Compensatory Awards and Company Restricted Share Awards pursuant to this Section 6.5. (e) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that (i) the assumption of the Company Compensatory Awards will not result in a taxable event with respect to such Company Compensatory Awards pursuant to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“Section 102”), and with respect to such Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time of the grant of Company Compensatory Awards and with regard to the classification of the gain, (ii) the payments made in respect to Shares issued upon exercise or vesting of Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”), (iii) Parent and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to obtain the Israeli Option Tax Ruling as promptly as practicable. The final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If the Israeli Option Tax Ruling is not granted prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the 102 Trustee (the “Interim Option Ruling”). In the event that the Israeli Option Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Tax Ruling or a separate confirmation from the Israeli Tax Authority that such assumption will not constitute a tax event in Israel. In the event that the Israeli Option Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon as reasonably practicable after the Effective Time, and in no event later than ten (10) Business Days thereafter, Parent shall file with the SEC a registration statement on Form S-8 with respect to the Parent Ordinary Shares issuable upon exercise or vesting of the Company Compensatory Awards assumed by Parent hereunder and Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything in this Agreement to the contrary, Parent shall not issue any Parent Ordinary Shares in respect of any Company Compensatory Awards until the Form S-8 to be filed as herein provided has become effective.

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at Immediately prior to the Effective Time Time, by virtue of the Merger and without any action on the part of the holders holder thereof, each Company Option, whether vested or unvested, that has a per share exercise price that is less than the Common Cash Amount (each, an “In-the-Money Company Stock Option”) that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, without interest and subject to deduction for any required withholding under applicable Tax Law, (i) an amount in cash from Parent or the Surviving Corporation equal to the excess of the Common Cash Amount over the per share exercise price of such Company Option and (ii) one CVR. (b) Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Company Option that has a per share exercise price that is equal to or more than the Common Cash Amount, whether vested or unvested (each, an “Out-of-the-Money Company Stock Option”), that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, without interest and subject to deduction for any required withholding under applicable Tax Law, the right to receive, upon the occurrence of any Milestone Payment (as defined in the CVR Agreement), a cash payment, if any, equal to (A) the amount, if any, by which (i) the Common Cash Amount plus the applicable Milestone Payment plus any Milestone Payment that was previously paid in respect of such share of Company Common Stock underlying such Out-of-the-Money Company Stock Option exceeds (ii) the per share exercise price of such Out-of-the-Money Company Stock Option, minus (B) the gross amount of Milestone Payments previously paid with respect to such share of Company Common Stock underlying such Out-of-the-Money Company Stock Option (the “Out-of-the-Money Option Consideration”), which amount shall be paid in accordance with Section 3.7(d). Notwithstanding the foregoing, any Company Option that has a per share exercise price equal to or greater than $11.50 shall be canceled at the Effective Time without any consideration payable therefor (whether in the form of cash or a CVR or otherwise) whether before or after the Effective Time. (c) Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisableunvested, shall be assumed by Parent cancelled and automatically converted automatically at into the Effective Time into an optionright to receive for each share of Company Common Stock underlying such Company RSU, restricted stock unit award or other equity-based awardwithout interest and subject to deduction for any required withholding under applicable Tax Law, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, except that (i) an amount in cash from Parent or the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Company Compensatory Award immediately prior Surviving Corporation equal to the Effective Time by a fraction (the “Award Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share), Common Cash Amount and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share one CVR. (rounded upwards to the nearest whole centd) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of Section 409A of the Code and, with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to At the Effective Time. (b) Notwithstanding , by virtue of the foregoing clause (a)Merger and without any action on the part of the holder thereof, each Company Compensatory Award PSU that is held by a person who is not an employee of, or a consultant to, the Company or any Subsidiary of the Company as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, outstanding immediately prior to the Effective Time, whether vested or unvested, shall be cancelled and extinguished automatically converted into the right to receive, at such time and subject to the vested portion satisfaction of the same performance and vesting terms and conditions as applied to such Company PSU immediately prior to the Effective Time, for each share of Company Common Stock underlying such Company PSU, without interest and subject to deduction for any required withholding under applicable Tax Law, (andi) an amount in cash from Parent or the Surviving Corporation equal to the Common Cash Amount and (ii) one CVR (the “Company PSU Payment”); provided, however, in the case event that a Company PSU holder’s employment is terminated on or after the Effective Time (i) by Parent, the Surviving Corporation or any Subsidiary of non-employee members Parent or the Surviving Corporation without Cause or (ii) by such holder for Good Reason, then such holder shall remain eligible to receive the Company PSU Payment upon achievement of the performance vesting terms and conditions applicable to such holder’s Company PSUs notwithstanding that such holder is no longer employed on the date such performance vesting terms and conditions are satisfied. (e) Prior to the Effective Time, the Company, the Company Board or the appropriate committee of the Company Board, as applicable, shall take any and all such actions as are necessary to effect the unvested portion foregoing provisions of this Section 3.7, and the form and substance of any such written actions shall be subject to the extent such unvested portion will automatically vest on the Closing Date pursuant review and approval by Parent, not to the underlying grant agreement be unreasonably withheld, conditioned or any other Acquired Company Benefit Plan) thereof shall automatically be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number of Company Shares that were issuable upon exercise or settlement of the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) of such Cashed Out Compensatory Award immediately prior to the Effective Time (after giving effect delayed. The Common Cash Amount with respect to any acceleration provided under the terms of the applicable Company Share Plan under which the Company Compensatory Award was grantedAwards (other than Company PSUs) shall, the applicable award agreement and any other Acquired except as may otherwise be required with respect to Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and (ii) the Per Share Merger Consideration, less any per share exercise price or purchase price of such Cashed Out Compensatory Award. In the event any Cashed Out Compensatory Award is subject to Awards by Section 409A of the Code, the payment of the amount of cash with respect thereto shall be delayed to the extent necessary to comply with Section 409A of the Code. (c) The Company shall take such action as may be reasonably necessary to provide that following the Effective Time, no holder of a Company Compensatory Award or any participant in any Company Share Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company or under any employment agreement shall have any right hereunder to acquire any Company Shares, any interest in Company Shares (including any “phantom” stock or stock appreciation rights) or any other interest in the equity of the Company, any of its Subsidiaries or paid by the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoing, on the first day of any fiscal year commencing after the date of this Agreement and prior to the Effective Time, the Company shall cause the number of shares reserved for issuance pursuant to the Company 2007 Incentive Compensation Plan to increase by the maximum amount permissible under Section 4.1(y)(i) and (ii) of the Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation Plan. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the board of directors of the Company (or, if appropriate, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for the assumption and conversion of the Company Compensatory Awards and Company Restricted Share Awards pursuant to this Section 6.5. (e) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that (i) the assumption of the Company Compensatory Awards will not result in a taxable event with respect to such Company Compensatory Awards pursuant to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“Section 102”), and with respect to such Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time of the grant of Company Compensatory Awards and with regard to the classification of the gain, (ii) the payments made in respect to Shares issued upon exercise or vesting of Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”), (iii) Parent and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to obtain the Israeli Option Tax Ruling as promptly as practicable. The final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If the Israeli Option Tax Ruling is not granted prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the 102 Trustee (the “Interim Option Ruling”). In the event that the Israeli Option Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Tax Ruling or a separate confirmation from the Israeli Tax Authority that such assumption will not constitute a tax event in Israel. In the event that the Israeli Option Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon as reasonably practicable after the Effective Time, and in Corporation no event later than ten (10) Business Days thereafterfollowing the Effective Time, without interest. The Company Cash Amount with respect to Company PSUs shall be paid by the Surviving Corporation no later than ten (10) Business Days following the applicable vesting date of such Company PSU Payment. As soon as practicable following delivery of a Milestone Notice (as defined in the CVR Agreement), if any, but in no event later than March 15 of the calendar year immediately following the calendar year in which the applicable Milestone Payment becomes vested, Parent shall file with pay, or shall cause to be paid, the SEC a registration statement on Form S-8 with respect to the Parent Ordinary Shares issuable upon exercise or vesting of the Company Compensatory Awards assumed by Parent hereunder and Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything in this Agreement to the contrary, Parent shall not issue any Parent Ordinary Shares Out-of-the-Money Option Consideration (if any) in respect of any Out-of-the-Money Company Stock Options. All payments with respect to Company Compensatory Awards until pursuant to this Section 3.7 shall be made through the Form S-8 Surviving Corporation’s payroll and/or equity award maintenance systems, subject to be filed as herein provided has become effectivewithholding if required under applicable Tax Law.

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) Stock Option that is outstanding immediately prior to the Effective TimeChange in Control, whether or not then vested or and exercisable, shall be assumed by Parent become fully vested and converted automatically at exercisable immediately prior to the Effective Time into an option, restricted stock unit award or other equity-based awardChange in Control. With respect to such Company Stock Options: (i) each Company Stock Option for which, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Change in Control, the Offer Price exceeds the exercise price per Share shall be canceled immediately following the Change in Control and, in exchange therefor, the Company Compensatory Awardshall pay to each former holder of such Company Stock Option as soon as practicable, except that but in no event later than fifteen (i15) Business Days following the Change in Control, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (1) the excess, if any, of the Offer Price over the exercise price per Share under such Company Stock Option and (2) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number shares of Company Shares Common Stock subject to such Company Compensatory Award Stock Option; and (ii) each Company Stock Option that is outstanding immediately prior to the Effective Time by a fraction (Change in Control for which, as of the “Award Exchange Ratio”)Change in Control, the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but Offer Price does not including) the date on which the Effective Time occurs (rounded down to the nearest whole share), and (ii) if applicable, exceed the exercise or purchase price per Parent Ordinary Share shall be cancelled without any cash payment being made in respect thereof. (rounded upwards to the nearest whole centb) shall equal (x) the per share exercise or purchase price per Each Company Share otherwise purchasable pursuant to such RSU and Company Compensatory Restricted Stock Award that is outstanding immediately prior to the Effective Time divided by Change in Control, whether or not then vested, shall become fully vested immediately prior to, and then shall be canceled at, the Change in Control (ythe “Canceled Restricted Awards”), and, in exchange therefor, the Company shall pay to each former holder of any such Canceled Restricted Awards, as soon as practicable but in no event later than fifteen (15) Business Days following the Change in Control, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (1) the Award Exchange Ratio; providedOffer Price and (2) the number of shares of Company Common Stock subject to such Canceled Restricted Awards. (c) Each Company PSU that is outstanding immediately prior to the Change in Control, howeverwhether or not then vested, that shall vest as provided in (ii) below immediately prior to, and then shall be canceled in full at, the Change in Control, and, in exchange therefor, the Company shall pay to each former holder of any such Company PSUs, as soon as practicable but in no case event later than fifteen (15) Business Days following the Change in Control, an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (1) the Offer Price and (2) the number of shares of Company Common Stock subject to such Company PSUs that vest in accordance with this subsection (c); notwithstanding anything herein to the contrary, Parent and the Company shall the exchange of a cause all such payments with respect to Company Option PSUs to be performed paid in a manner that is not in compliance which complies with the adjustment requirements of Section 409A of the Code andCode. For the avoidance of doubt, with respect to Company Options intended to qualify as incentive stock options under Section 422 of (i) in the Code, Section 424 of event the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing Change in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time Control occurs prior to the Effective Time. (b) Notwithstanding end of the foregoing clause (a), each Company Compensatory Award that is held by a person who is not an employee of, or a consultant torelevant fiscal period, the number of Company or any Subsidiary of the Company as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, immediately prior to the Effective Time, be cancelled and extinguished and the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date PSUs vesting pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) thereof prior sentence shall automatically be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number based on a deemed achievement of Company Shares that were issuable upon exercise or settlement of the vested portion (andperformance conditions at target level, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) of such Cashed Out Compensatory Award immediately prior to the Effective Time (after giving effect to any acceleration provided under the terms of the applicable Company Share Plan under which the Company Compensatory Award was granted, the applicable award agreement and any other Acquired Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and (ii) in the Per Share Merger Considerationevent the Change in Control occurs or has occurred subsequent to the end of the relevant fiscal period, less any per share exercise price or purchase price the number of Company PSUs vesting pursuant to the prior sentence shall be based on the level of such Cashed Out Compensatory Award. In actual Company performance as determined by the event any Cashed Out Compensatory Award is subject to Section 409A of Company, in accordance with the Code, the payment of the amount of cash with respect thereto shall be delayed to the extent necessary to comply with Section 409A of the Codeapplicable Company PSU award agreement and applicable Company Stock Plan. (cd) The Company shall take such action actions as are necessary to approve and effectuate the foregoing provisions of this Section 2.09, including making any determinations and/or resolutions of the Company’s Board of Directors or a committee thereof or any administrator of a Company Stock Plan as may be reasonably necessary and satisfying any requirement to provide that notify the holders of Company Compensatory Awards as may be required under the Company Stock Plans. (e) Subject to Parent’s compliance with the preceding provisions of this Section 2.09, the parties hereto agree that, following the Effective Acceptance Time, no holder of a Company Compensatory Award or any participant in any Company Share Stock Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company or under any employment agreement shall have any right hereunder to acquire any Company SharesEquity Interest (including, any interest in Company Shares (including but not limited to, any “phantom” stock or stock appreciation rights) or any other interest in the equity of the Company, any of its Subsidiaries or the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoing, on the first day of any fiscal year commencing after the date of this Agreement and prior to the Effective Time, the Company shall cause the number of shares reserved for issuance pursuant to the Company 2007 Incentive Compensation Plan to increase by the maximum amount permissible under Section 4.1(y)(i) and (ii) of the Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation Plan. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the board of directors of the Company (or, if appropriate, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for the assumption and conversion of the Company Compensatory Awards and Company Restricted Share Awards pursuant to this Section 6.5. (e) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that (i) the assumption of the Company Compensatory Awards will not result in a taxable event with respect to such Company Compensatory Awards pursuant to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“Section 102”), and with respect to such Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time of the grant of Company Compensatory Awards and with regard to the classification of the gain, (ii) the payments made in respect to Shares issued upon exercise or vesting of Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”), (iii) Parent and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to obtain the Israeli Option Tax Ruling as promptly as practicable. The final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If the Israeli Option Tax Ruling is not granted prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the 102 Trustee (the “Interim Option Ruling”). In the event that the Israeli Option Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Tax Ruling or a separate confirmation from the Israeli Tax Authority that such assumption will not constitute a tax event in Israel. In the event that the Israeli Option Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon as reasonably practicable after To the Effective Time, and in no event later than ten (10) Business Days thereafter, Parent shall file with extent the SEC a registration statement on Form S-8 with respect to the Parent Ordinary Shares issuable upon exercise or vesting of the Company Compensatory Awards assumed by Parent hereunder and Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything in this Agreement to the contrary, Parent shall not issue any Parent Ordinary Shares in respect holder of any Company Compensatory Awards until Award is subject to taxation outside of the Form S-8 United States, any payments under this Section 2.09 shall be made in the jurisdiction and/or from the entity from which such individual is paid salary or wages in the normal course of business, to be filed as herein provided has become effectivethe extent permitted by applicable Law. (g) For purposes of this Section 2.09, the term “Change in Control” shall have the meaning set forth in the Company Stock Plan applicable to each Company Stock Option, Company RSU, Company Restricted Stock Award, or Company PSU.

Company Compensatory Awards. (a) Except as otherwise provided set forth on Section 3.7(a) of the Company Disclosure Schedule, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Table of Contents Company Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, shall be cancelled and automatically converted into the right to receive from Parent or the Surviving Corporation an amount in Section 6.5(bcash (subject to any applicable withholding Tax) or on Schedule 6.5(a)equal to the product obtained by multiplying (i) the excess, at if any, of the Merger Consideration over the per share exercise price of such Company Option, by (ii) the aggregate number of shares of Company Common Stock issuable upon exercise of such Company Option immediately prior to the Effective Time (such product, the “Option Payment”). From and after the Effective Time, the holder of any cancelled Company Option shall only be entitled to receive the Option Payment in respect of such cancelled Company Option. (b) Except as set forth on Section 3.7(b) of the Company Disclosure Schedule, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisableunvested, shall be assumed by cancelled and automatically converted into the right to receive from Parent and converted automatically at or the Effective Time into Surviving Corporation an option, restricted stock unit award or other equity-based award, as the case may be, denominated amount in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, except that cash (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Company Compensatory Award immediately prior any applicable withholding Tax) equal to the Effective Time by a fraction Merger Consideration (such amounts payable hereunder, the “RSU Award Exchange RatioPayment”), the numerator of which is the Per Share Merger Consideration . From and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share), and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of Section 409A of the Code and, with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to after the Effective Time, the holder of any cancelled Company RSU shall only be entitled to receive the RSU Award Payment in respect of such cancelled Company RSU. (bc) Notwithstanding Immediately prior the foregoing clause (a)Effective Time, each Company Compensatory Restricted Stock Award that is held by a person who is not an employee of, or a consultant to, outstanding shall be deemed fully vested and shall be treated under this Article 3 the same as other Company or any Subsidiary of the Company as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, Common Stock outstanding immediately prior to the Effective Time, be cancelled and extinguished and the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to . To the extent such unvested portion will automatically vest on the Closing Date pursuant payable to the underlying grant agreement a current or any other Acquired Company Benefit Plan) thereof shall automatically be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number of Company Shares that were issuable upon exercise or settlement of the vested portion (and, in the case of non-former employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) of such Cashed Out Compensatory Award immediately prior to the Effective Time (after giving effect to any acceleration provided under the terms of the applicable Company Share Plan under which the Company Compensatory Award was granted, the applicable award agreement and any other Acquired Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and (ii) the Per Share Merger Consideration, less any per share exercise price or purchase price of such Cashed Out Compensatory Award. In the event any Cashed Out Compensatory Award is subject to Section 409A of the Code, the payment of the amount of cash with respect thereto shall be delayed to the extent necessary to comply with Section 409A of the Code. (c) The Company shall take such action as may be reasonably necessary to provide that following the Effective Time, no holder of a Company Compensatory Award or any participant in any Company Share Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company or under any employment agreement a Subsidiary, such payments (the “Restricted Stock Payment”) shall have any right hereunder to acquire any Company Shares, any interest in Company Shares (including any “phantom” stock or stock appreciation rights) or any other interest in the equity of the Company, any of its Subsidiaries or be made by the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoing, on the first day of any fiscal year commencing after the date of this Agreement Corporation through its payroll system and prior shall be subject to applicable tax withholdings. (d) Prior to the Effective Time, the Company shall cause the number of shares reserved for issuance pursuant to take any and all such actions as are necessary (under the Company 2007 Equity Incentive Compensation Plan Plans, applicable award agreements, applicable Law or otherwise) to increase by effect the maximum amount permissible under Section 4.1(y)(i) and (ii) of the Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation Plan. (d) As soon as reasonably practicable following the date foregoing provisions of this Agreement and in any event Section 3.7, including by amending the applicable Company Equity Incentive Plans. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, funds sufficient to pay the board of directors aggregate Option Payment, the RSU Award Payment and the Restricted Stock Payment to an account identified by the Company prior to the Effective Time. The Option Payments, RSU Award Payments and Restricted Stock Payments shall, except as may otherwise be required by Section 409A of the Company Code, be made by the Surviving Corporation at, or within five (or5) Business Days of, if appropriatethe Effective Time, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for the assumption and conversion of the Company Compensatory Awards and Company Restricted Share Awards without interest. All payments provided pursuant to this Section 6.53.7 shall be made through the Surviving Corporation’s payroll and/or equity award maintenance systems, subject to withholding in accordance with applicable Tax Law. (e) As soon as reasonably practicable after following the execution of this Agreementdate hereof, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that (i) the assumption of the Company Compensatory Awards will not result in a taxable event take all actions with respect to such Company Compensatory Awards pursuant the ESPP to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“Section 102”), and provide that with respect to such Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time any offering periods in effect as of the grant of Company Compensatory Awards and with regard to the classification of the gain, (ii) the payments made in respect to Shares issued upon exercise or vesting of Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 date hereof (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Current Purchase Period”), (iiii) Parent no employee who is not a participant in the ESPP as of the date hereof may become a participant in the ESPP and anyone acting (ii) each individual participating in the Current Purchase Period in progress on its behalf the date of this Agreement shall not be permitted to increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect immediately prior to the date of this Agreement, except as may be required by applicable Law. In addition, (A) the Current Purchase Period will end on May 31, 2019; provided that if the Effective Time is prior to May 31, 2019, the Company will end the Current Purchase Period on a specified trading day occurring at least ten (10) days prior to the date on which the Effective Date is expected to occur and treat the Current Purchase Period as a fully effective and completed offering period for all purposes of the ESPP, and all outstanding purchase rights under the ESPP shall automatically be exercised, in accordance with the terms of the ESPP, upon the last day of the Current Purchase Period, and any shares of Company Common Stock purchased under the ESPP shall be exempt from withholding tax in relation to any payments made treated under this Article 3 the same as other Company Common Stock outstanding immediately prior to the 102 Trustee Effective Time; (which ruling may B) there will be subject to customary conditions regularly associated with such a rulingno offering periods following the Current Purchase Period and (C) (the “Israeli Option Tax Ruling”). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to obtain the Israeli Option Tax Ruling as promptly as practicable. The final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If the Israeli Option Tax Ruling is not granted prior to Closingevents, the Company shall seek to receive terminate the ESPP prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation Effective Time. Prior to any payments made to the 102 Trustee (the “Interim Option Ruling”). In the event that the Israeli Option Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Tax Ruling or a separate confirmation from the Israeli Tax Authority that such assumption will not constitute a tax event in Israel. In the event that the Israeli Option Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon as reasonably practicable after the Effective Time, and in no event later than ten the Company shall take all actions (10including, if appropriate, amending the terms of the ESPP) Business Days thereafter, Parent shall file with the SEC a registration statement on Form S-8 with respect that are necessary to give effect to the Parent Ordinary Shares issuable upon exercise or vesting of the Company Compensatory Awards assumed transactions contemplated by Parent hereunder and Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything in this Agreement to the contrary, Parent shall not issue any Parent Ordinary Shares in respect of any Company Compensatory Awards until the Form S-8 to be filed as herein provided has become effectiveSection 3.7(e).

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at At the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Company Option, Option and Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) which is not vested and, as applicable, exercisable and that is outstanding immediately prior to the Effective TimeTime (but excluding Company Compensatory Awards which vest and become exercisable as a result of the Merger) (each, whether or not then vested or exercisablea “Unvested Company Compensatory Award”), shall be assumed by Parent and converted automatically at the Effective Time into an optionoption or, restricted stock share unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, Award except that (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Unvested Company Compensatory Award immediately prior to the Effective Time by a fraction (the “Award Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ The Nasdaq Stock Market, Inc. over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down up to the nearest whole share), ) (the “Assumed Consideration”) and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards downwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Unvested Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the applicable adjustment requirements of Section 424 and Section 409A of the Code andCode. From and after the Effective Time, all Unvested Company Compensatory Awards shall no longer be outstanding and shall cease to exist, and each holder of an Unvested Company Compensatory Award shall cease to have any rights with respect thereto or arising therefrom, except the right to Company Options intended to qualify as incentive stock options under Section 422 of receive the Code, Section 424 of the Code or Section 1.424-1 of the Treasury RegulationsAssumed Consideration payable hereunder. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of a Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company)Shares, at any time prior to the Effective Time. (b) Notwithstanding At the foregoing clause (a)Effective Time by virtue of the Merger and without any action on the part of the holder thereof, each Company Compensatory Award Award, which is vested and, as applicable, exercisable and that is held by a person who is not an employee of, or a consultant to, the Company or any Subsidiary of the Company as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, outstanding immediately prior to the Effective Time, be cancelled and extinguished and the vested portion Time (and, in the case including Company Compensatory Awards of non-employee members of the Company BoardBoard and other holders of Company Compensatory Awards, which vest and become exercisable as a result of the unvested portion to Merger and the extent such unvested portion will automatically vest on transactions contemplated by this Agreement, each a “Vested Company Compensatory Award”), shall, be canceled at the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) thereof Effective Time and shall automatically be converted automatically into the right to receive receive, an amount in cash equal to the product obtained cash, without interest thereon, determined by multiplying (i1) the aggregate excess, if any, of the Per Share Merger Consideration over the applicable exercise price (if any) of such Vested Company Compensatory Award, by (2) the number of Company Shares that were issuable upon exercise or settlement of subject to such Vested Company Compensatory Award (the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) “Vested Award Consideration”). Payment of such Cashed Out Vested Award Consideration shall be subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. From and after the Effective Time, all Vested Company Compensatory Awards shall no longer be outstanding and shall cease to exist, and each holder of a Vested Company Compensatory Award shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Vested Award Consideration payable hereunder. Notwithstanding the foregoing, if the exercise price per Company Share for any Vested Company Compensatory Award is equal to or greater than the Per Share Merger Consideration, such Vested Company Compensatory Award shall be canceled immediately prior to the Effective Time (after giving effect to any acceleration provided under the terms without payment of the applicable Company Share Plan under which the consideration. The amount of cash each holder of Vested Company Compensatory Award was granted, is entitled to receive for the applicable award agreement and any other Acquired Vested Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and (ii) the Per Share Merger Consideration, less any per share exercise price or purchase price of such Cashed Out Compensatory Award. In the event any Cashed Out Compensatory Award is subject to Section 409A of the Code, the payment of the amount of cash with respect thereto held by such holder shall be delayed rounded up to the extent necessary to comply with Section 409A of the Codenearest cent and computed after aggregating cash amounts for all Vested Company Compensatory Awards held by such holder. (c) The Company shall take all such action actions as may be reasonably necessary to provide that following the Effective Time, no holder of a Company Compensatory Award or any participant in any Company Share Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company or under any employment agreement shall have any right hereunder to acquire any Company Shares, any interest in Company Shares (including any “phantom” stock or stock appreciation rights) or any other interest in the equity of the CompanyAcquired Companies, any of its their Subsidiaries or the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoing, on the first day of any fiscal year commencing after the date of this Agreement and prior to the Effective Time, the Company shall cause the number of shares reserved for issuance pursuant to the Company 2007 Incentive Compensation Plan to increase by the maximum amount permissible under Section 4.1(y)(i) and (ii) of the Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation PlanCompany. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the board of directors of the Company Board (or, if appropriate, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for to effect the assumption and conversion provisions of the Company Compensatory Awards and Company Restricted Share Awards pursuant to this Section 6.5‎6.4(c). (e) As soon as reasonably practicable after the execution of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with ParentParent and its advisors, to prepare and file with the Israeli Israel Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that that: (i) the assumption of the Unvested Company Compensatory Awards will not result in a taxable event with respect to such Company Compensatory Awards pursuant to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“or Section 102”), and with respect to such Unvested Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time of the grant of Company Compensatory Awards and with regard to the classification of the gain, ; (ii) the payments made in respect to Shares issued upon exercise or vesting of Vested Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the Section 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”), ; and (iii) Parent and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the Section 102 Trustee or the Paying Agent; (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Award Tax Ruling”). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Award Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements law to obtain the Israeli Option Award Tax Ruling Ruling, as promptly as practicable. The To avoid doubt, the final text of the Israeli Option Award Tax Ruling or the Interim Option Award Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If the Israeli Option Award Tax Ruling is not granted prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the Section 102 Trustee (the “Interim Option Award Ruling”“). In the event that the Israeli Option Award Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Award Tax Ruling or a separate confirmation from the Israeli Israel Tax Authority that such the assumption will not constitute a tax event in Israel. In the event that the Israeli Option Award Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Israel Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon . Parent shall take such actions as reasonably practicable after are necessary for the assumption of Unvested Company Compensatory Award at the Effective Time, including the reservation, issuance and in no event later than ten (10) Business Days thereafterlisting of Purchaser Ordinary Shares, as is necessary to effectuate the transactions contemplated by Section ‎6.4‎(c). Parent shall prepare and file with the SEC a registration statement on Form S-8 (to the extent available) with respect to the Parent Purchaser Ordinary Shares issuable upon exercise or vesting of the subject to such assumed Unvested Company Compensatory Awards assumed by Parent hereunder Award and shall have such registration statement declared effective as soon as reasonably practicable following the Effective Date (but not later than 10 Business Days following the Effective Date). Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything in this Agreement to the contraryIn addition, Parent shall not issue any Parent Ordinary Shares seek to obtain an exemption from the ISA in respect connection with the assumption of any the Unvested Company Compensatory Awards until the Form S-8 to be filed as herein provided has become effectiveAward.

Company Compensatory Awards. (a) Except as otherwise provided Upon the terms and subject to the conditions set forth in Section 6.5(b) or on Schedule 6.5(a)this Agreement, at the Effective Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holders thereofCompany or any holder of such Company Restricted Stock Units or Company Performance Restricted Stock Units, each Company Option, Restricted Stock Unit and Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) Performance Restricted Stock Unit that is remains outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Parent and converted automatically at the Effective Time into an option, restricted stock unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, except that (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Company Compensatory Award immediately prior to the Effective Time by a fraction shall be treated as set forth in this Section 2.7(d). (the “Award Exchange Ratio”), the numerator of which i) Each Company Restricted Stock Unit that is the Per Share Merger Consideration outstanding and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five either (5A) trading days immediately preceding (but not including) the date on which vests at the Effective Time occurs or (rounded down to the nearest whole share), and (iiB) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of Section 409A of the Code and, with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective Time. (b) Notwithstanding the foregoing clause (a), each Company Compensatory Award that is held by a person who is not an non-employee of, or a consultant to, the Company or any Subsidiary member of the Company Board (each, a “Vested Restricted Stock Unit”) shall be cancelled and terminated as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, immediately prior to the Effective Time, be cancelled and extinguished and the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) holder thereof shall automatically be converted into the right receive, subject to receive Section 2.8(e), an amount in cash (without interest) equal to the product obtained by multiplying (ix) the aggregate number of shares of Company Shares that were issuable upon exercise or settlement of the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent Common Stock represented by such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) of such Cashed Out Compensatory Award Vested Restricted Stock Unit immediately prior to the Effective Time Time, by (after giving effect y) the Merger Consideration (the “Restricted Stock Unit Consideration”). The Company shall pay to any acceleration provided under each holder of a Vested Restricted Stock Unit the terms Restricted Stock Unit Consideration described in the immediately preceding sentence (through the Company’s or a Company Subsidiary’s payroll system, or the Company’s or a Company Subsidiary’s equity award administrator, as may be applicable and in accordance with the Company’s payroll practices for service providers located outside of the applicable Company Share Plan under which United States) on either (A) the Company Compensatory Award was grantedfirst regularly scheduled payroll date after the Closing or (B) if such first payroll Table of Contents date is scheduled for payment prior to the fifth Business Day after the Closing, the second regularly scheduled payroll date after the Closing, in any such case, consistent with past practices, including accounting for all applicable award agreement and any other Acquired Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and withholding. (ii) Each Company Restricted Stock Unit that is outstanding and unvested as of the Per Share Merger ConsiderationEffective Time and not described in Section 2.7(d)(i) (an “Unvested Restricted Stock Unit”) shall, less any per share exercise price or purchase price of such Cashed Out Compensatory Award. In on the event any Cashed Out Compensatory Award is terms and subject to the conditions set forth in this Agreement, be converted into the right to receive, subject to Section 409A of the Code2.8(e), the payment of the an amount of cash with respect thereto shall be delayed (without interest) determined by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Unvested Restricted Stock Unit immediately prior to the extent necessary to comply with Section 409A of the Code. (c) The Company shall take such action as may be reasonably necessary to provide that following the Effective Time, no by (y) the Merger Consideration (the “Unvested Restricted Stock Unit Consideration”). The Unvested Restricted Stock Unit Consideration will be subject to the same vesting terms and conditions applicable to the Company Restricted Stock Units immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements, except for administrative changes that are not adverse to the holder of a Company Compensatory Award or any participant in any Company Share Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company Restricted Stock Unit or under any employment agreement shall have any right hereunder to acquire any Company Shares, any interest in Company Shares (including any “phantom” stock or stock appreciation rights) or any other interest in which the equity holder consents. Payment of the CompanyUnvested Restricted Stock Unit Consideration shall be made, any of its Subsidiaries or the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoingsubject to such terms and conditions, on the first day of any fiscal year commencing after vesting dates applicable to the date of Company Restricted Stock Units as described in this Agreement and Section 2.7(d)(ii). (iii) Effective immediately prior to the Effective Time, the performance-based vesting of each Company Performance Restricted Stock Unit that remains outstanding as of immediately prior to the Effective Time shall cause be accelerated in full with all performance conditions being deemed achieved at 100% and each such Company Performance Restricted Stock Unit shall, on the terms and subject to the conditions set forth in this Agreement, be converted into the right to receive, subject to Section 2.8(e), an amount of cash (without interest) determined by multiplying (x) the aggregate number of shares reserved for issuance pursuant to the of Company 2007 Incentive Compensation Plan to increase Common Stock represented by the maximum amount permissible under Section 4.1(y)(i) and (ii) of the such Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation Plan. (d) As soon as reasonably practicable following the date of this Agreement and in any event Performance Restricted Stock Unit immediately prior to the Effective Time, the board of directors of the Company by (or, if appropriate, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for the assumption and conversion of the Company Compensatory Awards and Company Restricted Share Awards pursuant to this Section 6.5. (e) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that (iy) the assumption of the Company Compensatory Awards will not result in a taxable event with respect to such Company Compensatory Awards pursuant to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“Section 102”), and with respect to such Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time of the grant of Company Compensatory Awards and with regard to the classification of the gain, (ii) the payments made in respect to Shares issued upon exercise or vesting of Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 Merger Consideration (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”), (iii) Parent and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax RulingCompany Performance Restricted Stock Unit Consideration”). Each of The Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to obtain the Israeli Option Tax Ruling as promptly as practicable. The final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances Performance Restricted Stock Unit Consideration will be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If same time-based vesting terms and conditions applicable to the Israeli Option Tax Ruling is not granted Company Performance Restricted Stock Units immediately prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the 102 Trustee (the “Interim Option Ruling”). In the event that the Israeli Option Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Tax Ruling or a separate confirmation from the Israeli Tax Authority that such assumption will not constitute a tax event in Israel. In the event that the Israeli Option Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon as reasonably practicable after the Effective Time, and in no event later than ten (10) Business Days thereafter, Parent shall file with the SEC a registration statement on Form S-8 with respect except for administrative changes that are not adverse to the Parent Ordinary Shares issuable upon exercise or vesting holder of the Company Compensatory Awards assumed by Parent hereunder and Parent shall use commercially reasonable efforts Performance Restricted Stock Unit or to maintain which the effectiveness holder consents. Payment of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything Performance Restricted Stock Unit Consideration shall be made, subject to such terms and conditions, on the time-based vesting dates applicable to the Company Performance Restricted Stock Units as described in this Agreement to the contrary, Parent shall not issue any Parent Ordinary Shares in respect of any Company Compensatory Awards until the Form S-8 to be filed as herein provided has become effectiveSection 2.7(d)(iii).

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at At the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Company Option, Option and Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) which is not vested and, as applicable, exercisable and that is outstanding immediately prior to the Effective TimeTime (but excluding Company Compensatory Awards which vest and become exercisable as a result of the Merger) (each, whether or not then vested or exercisablea “Unvested Company Compensatory Award”), shall be assumed by Parent and converted automatically at the Effective Time into an optionoption or, restricted stock share unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, Award except that (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Unvested Company Compensatory Award immediately prior to the Effective Time by a fraction (the “Award Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ The Nasdaq Stock Market, Inc. over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down up to the nearest whole share), ) (the “Assumed Consideration”) and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards downwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Unvested Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the applicable adjustment requirements of Section 424 and Section 409A of the Code andCode. From and after the Effective Time, all Unvested Company Compensatory Awards shall no longer be outstanding and shall cease to exist, and each holder of an Unvested Company Compensatory Award shall cease to have any rights with respect thereto or arising therefrom, except the right to Company Options intended to qualify as incentive stock options under Section 422 of receive the Code, Section 424 of the Code or Section 1.424-1 of the Treasury RegulationsAssumed Consideration payable hereunder. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of a Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company)Shares, at any time prior to the Effective Time. (b) Notwithstanding At the foregoing clause (a)Effective Time by virtue of the Merger and without any action on the part of the holder thereof, each Company Compensatory Award Award, which is vested and, as applicable, exercisable and that is held by a person who is not an employee of, or a consultant to, the Company or any Subsidiary of the Company as of the Effective Time (the “Cashed Out Compensatory Awards”) shall not be assumed by Parent pursuant to this Section 6.5(b) and shall, outstanding immediately prior to the Effective Time, be cancelled and extinguished and the vested portion Time (and, in the case including Company Compensatory Awards of non-employee members of the Company BoardBoard and other holders of Company Compensatory Awards, which vest and become exercisable as a result of the unvested portion to Merger and the extent such unvested portion will automatically vest on transactions contemplated by this Agreement, each a “Vested Company Compensatory Award”), shall, be canceled at the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) thereof Effective Time and shall automatically be converted automatically into the right to receive receive, an amount in cash equal to the product obtained cash, without interest thereon, determined by multiplying (i1) the aggregate excess, if any, of the Per Share Merger Consideration over the applicable exercise price (if any) of such Vested Company Compensatory Award, by (2) the number of Company Shares that were issuable upon exercise or settlement of subject to such Vested Company Compensatory Award (the vested portion (and, in the case of non-employee members of the Company Board, the unvested portion to the extent such unvested portion will automatically vest on the Closing Date pursuant to the underlying grant agreement or any other Acquired Company Benefit Plan) “Vested Award Consideration”). Payment of such Cashed Out Vested Award Consideration shall be subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. From and after the Effective Time, all Vested Company Compensatory Awards shall no longer be outstanding and shall cease to exist, and each holder of a Vested Company Compensatory Award shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Vested Award Consideration payable hereunder. Notwithstanding the foregoing, if the exercise price per Company Share for any Vested Company Compensatory Award is equal to or greater than the Per Share Merger Consideration, such Vested Company Compensatory Award shall be canceled immediately prior to the Effective Time (after giving effect to any acceleration provided under the terms without payment of the applicable Company Share Plan under which the consideration. The amount of cash each holder of Vested Company Compensatory Award was granted, is entitled to receive for the applicable award agreement and any other Acquired Vested Company Benefit Plan disclosed in Part 3.16(a) of the Company Disclosure Schedule) and (ii) the Per Share Merger Consideration, less any per share exercise price or purchase price of such Cashed Out Compensatory Award. In the event any Cashed Out Compensatory Award is subject to Section 409A of the Code, the payment of the amount of cash with respect thereto held by such holder shall be delayed rounded up to the extent necessary to comply with Section 409A of the Codenearest cent and computed after aggregating cash amounts for all Vested Company Compensatory Awards held by such holder. (c) The Company shall take all such action actions as may be reasonably necessary to provide that following the Effective Time, no holder of a Company Compensatory Award or any participant in any Company Share Plan, or other Acquired Company Benefit Plan or employee benefit arrangement of the Company or under any employment agreement shall have any right hereunder to acquire any Company Shares, any interest in Company Shares (including any “phantom” stock or stock appreciation rights) or any other interest in the equity of the CompanyAcquired Companies, any of its their Subsidiaries or the Surviving Corporation, including in the event the assumption of the Company Compensatory Awards is delayed in accordance with Section 6.5(e). Notwithstanding the foregoing, on the first day of any fiscal year commencing after the date of this Agreement and prior to the Effective Time, the Company shall cause the number of shares reserved for issuance pursuant to the Company 2007 Incentive Compensation Plan to increase by the maximum amount permissible under Section 4.1(y)(i) and (ii) of the Company 2007 Incentive Compensation Plan without giving effect to Section 4.1(y)(iii) of the Company 2007 Incentive Compensation PlanCompany. (d) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the board of directors of the Company Board (or, if appropriate, any committee administering the Company Share Plans) shall adopt such resolutions that are necessary for to effect the assumption and conversion provisions of the Company Compensatory Awards and Company Restricted Share Awards pursuant to this Section 6.5. (e) As soon as reasonably practicable after the execution of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with ParentParent and its advisors, to prepare and file with the Israeli Israel Tax Authority an application for a ruling in relation to the assumption by Parent of Company Compensatory Awards granted to Israeli employees, service providers and officers of the Company which will provide, among other things that that: (i) the assumption of the Unvested Company Compensatory Awards will not result in a taxable event with respect to such Company Compensatory Awards pursuant to Section 3(i) or Section 102 of the Israeli Tax Ordinance (“or Section 102”), and with respect to such Unvested Company Compensatory Awards subject to Section 102 that tax continuity shall apply including with regard to the requisite holding period which will be deemed to have begun at the time of the grant of Company Compensatory Awards and with regard to the classification of the gain, ; (ii) the payments made in respect to Shares issued upon exercise or vesting of Vested Company Compensatory Awards granted under the capital gains route of Section 102 and held by the trustee who is holding or controlling such Shares pursuant to the provisions of Section 102 (the “102 Trustee”), shall not constitute a violation of Section 102 if deposited with the Section 102 Trustee and released only after the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”), ; and (iii) Parent and anyone acting on its behalf shall be exempt from withholding tax in relation to any payments made to the Section 102 Trustee or the Paying Agent; (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Award Tax Ruling”). Each of Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Award Tax Ruling. Subject to the terms and conditions hereof, Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements law to obtain the Israeli Option Award Tax Ruling Ruling, as promptly as practicable. The To avoid doubt, the final text of the Israeli Option Award Tax Ruling or the Interim Option Award Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld, conditioned or delayed. If the Israeli Option Award Tax Ruling is not granted prior to Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding tax in relation to any payments made to the Section 102 Trustee (the “Interim Option Award Ruling”). In the event that the Israeli Option Award Tax Ruling has not been received by the Closing, the Parent shall delay the assumption of the Company Compensatory Awards held by Israeli residents until receipt of either the Israeli Option Award Tax Ruling or a separate confirmation from the Israeli Israel Tax Authority that such the assumption will not constitute a tax event in Israel. In the event that the Israeli Option Award Tax Ruling has not been received within 180 days of the Closing, and unless otherwise instructed by the Israeli Israel Tax Authority, the Parent will assume the Company Compensatory Awards as provided above and shall withhold any amount that may be required under law. (f) As soon . Parent shall take such actions as reasonably practicable after are necessary for the assumption of Unvested Company Compensatory Award at the Effective Time, including the reservation, issuance and in no event later than ten (10) Business Days thereafterlisting of Purchaser Ordinary Shares, as is necessary to effectuate the transactions contemplated by Section 6.5(a). Parent shall prepare and file with the SEC a registration statement on Form S-8 (to the extent available) with respect to the Parent Purchaser Ordinary Shares issuable upon exercise or vesting of the subject to such assumed Unvested Company Compensatory Awards assumed by Parent hereunder Award and shall have such registration statement declared effective as soon as reasonably practicable following the Effective Date (but not later than 10 Business Days following the Effective Date). Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as the Company Compensatory Awards remain outstanding. Notwithstanding anything in this Agreement to the contraryIn addition, Parent shall not issue any Parent Ordinary Shares seek to obtain an exemption from the ISA in respect connection with the assumption of any the Unvested Company Compensatory Awards until the Form S-8 to be filed as herein provided has become effectiveAward.