Common use of Company Employee RSUs Clause in Contracts

Company Employee RSUs. At the Effective Time, each Company RSU granted to an individual who is an employee of the Company or any Subsidiary thereof (a “Company Employee RSU”) outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be assumed and converted automatically into a time vesting restricted stock unit award (each, an “Adjusted RSU”) that, subject to later vesting thereof, will be settled for a number of shares of Parent Common Stock equal to (i) the product of (A) the Exchange Ratio, multiplied by (B) the number of shares of Company Common Stock subject to the Company Employee RSU immediately prior to the Effective Time, plus (ii) the quotient of (A) the product of (x) the number of shares of Company Common Stock subject to the Company Employee RSU immediately prior to the Effective Time, multiplied by (y) the Cash Consideration, divided by (B) the Parent Trading Price; provided, that to the extent a fractional share of Parent Common Stock would be due upon vesting of all or any portion of an Adjusted RSU, such fractional share may, at Parent’s election, be settled in cash, without interest thereon, based on the fair market value of a share of Parent Common Stock at the time of such settlement; and provided further that any settlement amount shall be subject to applicable Tax withholding, and such Tax withholding may, in Parent’s discretion, be accomplished by withholding shares of Parent Common Stock with a fair market value (determined as of the time of settlement) equal to the applicable Tax withholding amount. Each Adjusted RSU shall otherwise be subject to the same terms and conditions applicable to the corresponding Company Employee RSU under the applicable Company Stock Plan and the agreements evidencing grants thereunder, including vesting terms; provided, that, each such Adjusted RSU shall immediately become fully vested upon any termination of the holder’s employment that occurs before the first anniversary of the Effective Date and is without Cause, for Good Reason, or due to death or Disability (each of Cause, Good Reason and Disability as defined in Section 2.8(b) of the Company Disclosure Letter).

Company Employee RSUs. At the Effective Time, each Company RSU granted to an individual who is an employee of the Company or any Subsidiary thereof (a “Company Employee RSU”) outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be assumed and converted automatically into a time vesting restricted stock unit award (each, an “Adjusted RSU”) that, subject to later vesting thereof, will be settled for a number of shares of Parent Common Stock equal to (i) the product of (A) the Exchange Ratio, multiplied by (B) the number of shares of Company Common Stock subject to the Company Employee RSU immediately prior to the Effective Time, plus (ii) the quotient of (A) the product of (x) the number of shares of Company Common Stock subject to the Company Employee RSU immediately prior to the Effective Time, multiplied by (y) the Cash Consideration, divided by (B) the Parent Trading Price; provided, that to the extent a fractional share of Parent Common Stock would be due upon vesting of all or any portion of an Adjusted RSU, such fractional share may, at Parent’s election, be settled in cash, without interest thereon, based on the fair market value of a share of Parent Common Stock at the time of such settlement; and provided further that any settlement amount shall be subject to applicable Tax withholding, and such Tax withholding may, in Parent’s discretion, be accomplished by withholding shares of Parent Common Stock with a fair market value (determined as of the time of settlement) equal to the applicable Tax withholding amount. Each Adjusted RSU shall otherwise be subject to the same terms and conditions applicable to the corresponding Company Employee RSU under the applicable Company Stock Plan and the agreements evidencing grants thereunder, including vesting terms; provided, that, each such Adjusted RSU shall immediately become fully vested upon any termination of the holder’s employment that occurs before the first anniversary of the Effective Closing Date and is without Cause, for Good Reason, or due to death or Disability (each of Cause, Good Reason and Disability as defined in Section 2.8(b) of the Company Disclosure Letter).