Common use of Company Options Held by Continuing Employees Clause in Contracts

Company Options Held by Continuing Employees. At the Effective Time, by virtue of the First Merger and without any action on the part of the holder thereof, each Company Option outstanding immediately prior to the Effective Time that is held by a Continuing Employee (whether a Vested Company Option or an Unvested Company Option) shall, on the terms and subject to the conditions set forth in this Agreement, be assumed by Parent (each such Company Option, an “Assumed Option”) in a manner consistent with the requirements of Section 409A of the Code. Each Assumed Option shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule, term exercisability provisions and other terms and conditions set forth in the applicable Company Stock Plan and the applicable Company Option Agreement) as are in effect and applicable to the Assumed Option immediately prior to the Effective Time, except that (i) Parent and its board of directors shall have any and all amendment and administrative authority with respect to such option and the Company Stock Plan (subject, in the case of any amendment, to any required consent of the affected Company Optionholder pursuant to the terms of the applicable Company Stock Plan and the Company Option Agreement for such Assumed Option), (ii) each such option shall become exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the next whole number of shares of Parent Common Stock) of (A) the number of shares of Company Common Stock that would have been issuable upon full exercise of such Assumed Option immediately prior to the Effective Time multiplied by (B) the Option Exchange Ratio, and (iii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio. All Assumed Options that prior to the Effective Time were treated as “incentive stock options” within the meaning of Section 422 of the Code shall from and after the Effective Time still be treated as incentive stock options under the Code.

Company Options Held by Continuing Employees. At the Effective Time, by virtue of the First Merger Mergers and without any action on of the part of Parent, Merger Sub Corp., Merger Sub LLC, the holder thereofCompany or the holders of Company Options, each outstanding Company Option outstanding immediately prior to purchase shares of Company Common Stock under the Effective Time that is Company Stock Plans held by a Continuing Employee Employee, whether vested or unvested, will be assumed by Parent and converted into an option to purchase shares of Parent Common Stock (whether each a Vested Company Option or an Unvested Company “Parent Option”) shall, on the terms and subject to the conditions as set forth in this Agreement, be Section 6.7. Each such Company Option so assumed by Parent (each such Company Option, an “Assumed Option”) in a manner consistent with the requirements of Section 409A of the Code. Each Assumed Option under this Agreement shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule, term exercisability provisions and other terms and conditions set forth in the applicable Company Stock Plan and the applicable Company Option Agreement) of such option as are in effect and applicable to the Assumed Option immediately prior to the Effective Time, including, without limitation all vesting provisions and giving effect to the vesting acceleration provisions triggered by the transactions contemplated by this Agreement, except that (i) Parent and its board of directors shall have any and all amendment and administrative authority with respect to each such option and the Company Stock Plan (subject, in the case of any amendment, to any required consent of the affected Company Optionholder pursuant to the terms of the applicable Company Stock Plan and the Company Option Agreement for such Assumed Option), (ii) each such option shall become will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock then subject to such Company Option (whether vested or unvested), multiplied by the Option Exchange Ratio rounded down to the next nearest whole number of shares of Parent Common Stock) of (A) the number of shares of Company Common Stock that would have been issuable upon full exercise of such Assumed Option immediately prior to the Effective Time multiplied by (B) the Option Exchange Ratio, and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed assumed Company Option shall will be equal to the quotient (rounded up to the next whole cent) obtained determined by dividing the per share exercise price per share of for such Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio. All Assumed Options that prior , rounded up to the Effective Time were treated nearest whole cent. The exercise price and the number of shares purchasable pursuant to the assumed Company Options as “incentive stock options” within well as the meaning terms and conditions of Section 422 exercise of such assumed options shall be determined in order to comply with Sections 424(a) and 409A of the Code Code. Following the assumption of the Company Options and the Company Stock Plans, all references to Company in the Company Options and the Company Stock Plans shall from and after the Effective Time still be treated as incentive stock options under the Codedeemed to refer to Parent.

Company Options Held by Continuing Employees. At Immediately following the Effective Time, by virtue pursuant to the terms of the First Merger and without any action on the part of the holder thereofPlan, each Company Option outstanding immediately prior to the Effective Time that is held by a Continuing Employee (whether that is unexpired and unexercised shall be assumed by Parent as a Vested Company Option or an Unvested Company Parent Option) shall, on the terms and subject to the conditions . Except as otherwise set forth in this Agreement, be each Company Option so assumed by Parent (each such Company Option, an “Assumed Option”pursuant to this Section 1.7(c)(i)(A) in a manner consistent with the requirements of Section 409A of the Code. Each Assumed Option shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule, term exercisability provisions and other terms and conditions terms) set forth in the applicable Company Stock Plan and the applicable Company Option Agreement) option agreements relating thereto as are in effect and applicable to the Assumed Option immediately prior to the Effective Time, except that (iA) Parent and its board of directors shall have any and all amendment and administrative authority with respect to such option and the Company Stock Plan (subject, in the case of any amendment, to any required consent of the affected Company Optionholder pursuant to the terms of the applicable Company Stock Plan and the assumed Company Option Agreement for such Assumed Option), (ii) each such option shall become will be exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the next whole number of shares of Parent Common Stock) of (A) the number of shares of Company Common Stock that would have been were issuable upon full exercise of such Assumed Company Option immediately prior to the Effective Time multiplied by (B) the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (iiiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed assumed Company Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such Assumed assumed Company Option was exercisable immediately prior to the Effective Time Closing Date by the Option Exchange Ratio. All Assumed Options that prior , rounded up to the Effective Time were treated as “incentive stock options” within nearest whole cent; provided, however, that in the meaning case of any Company Option to which Section 421 of the Code is intended to apply by reason of its qualification under Section 422 of the Code (an “Incentive Stock Option”), the exercise price of the Parent Option, the number of shares purchasable pursuant to such Parent Option and the terms and conditions of exercise of such Parent Option shall from be determined in order to comply with Section 424 of the Code and after the Effective Time still any Company Option that is not an Incentive Stock Option shall be treated as incentive stock options under adjusted in a manner to comply with Section 409A of the Code.

Company Options Held by Continuing Employees. At the Effective Time, by virtue of the First Merger and without any action on the part of the holder thereofpursuant to this Agreement, each Company Option held by a Continuing Employee that is unexpired, unexercised and outstanding immediately prior to the Effective Time that is held by a Continuing Employee (whether a Vested Company Option or each an Unvested Company “Assumed Option” and together, the “Assumed Options”) shall, on the terms and subject to the conditions set forth in this Agreement, be assumed by Parent (Parent. Except as provided herein, each such Company Option, an “Assumed Option”) in a manner consistent with the requirements of Section 409A of the Code. Each Assumed Option shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule, term exercisability provisions and other terms and conditions set forth in the applicable Company Stock 2012 Plan and the applicable Company Option Agreement) option agreements relating thereto (including with respect to the vesting thereof), as are in effect and applicable to the Assumed Option immediately prior to the Effective Time, except that (i) Parent and its board of directors shall have any and all amendment and administrative authority with respect to such option and the Company Stock Plan (subject, in the case of any amendment, to any required consent of the affected Company Optionholder pursuant to the terms of the applicable Company Stock Plan and the Company Option Agreement for such Assumed Option), (iiA) each such option shall become Assumed Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the next whole number of shares of Parent Common Stock) of (A) the number of shares of Company Common Stock that would have been were issuable upon full exercise of such Assumed Option (without regard to vesting conditions) immediately prior to the Effective Time multiplied by (B) the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (iiiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall will be equal to the quotient (rounded up to the next whole cent) obtained determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio. All , rounded up to the nearest whole cent. a) As soon as reasonably practicable, but in no event more than fifteen (15) Business Days following the Effective Time, Parent shall file a registration statement on Form S‑8 (or any successor or other appropriate form that Parent is eligible to use) under the Securities Act with respect to the total number of shares of Parent Common Stock issuable upon exercise of the Assumed Options that prior (without regard to vesting conditions), and shall use its reasonable best efforts to cause such registration statement to remain in effect for so long as the Effective Time were treated as “incentive stock options” within the meaning of Section 422 of the Code shall from and after the Effective Time still be treated as incentive stock options under the CodeAssumed Options remain outstanding.

Company Options Held by Continuing Employees. At the Effective Time, by virtue pursuant to the terms of the First Merger and without any action on the part of the holder thereofPlans, each Company Option held by a Continuing Employee that is unexpired, unexercised and outstanding immediately prior to the Effective Time that is held by a Continuing Employee (whether a Vested Company Option or each an Unvested Company “Assumed Option” and together, the “Assumed Options”) shall, on the terms and subject to the conditions set forth in this Agreement, be assumed by Parent (Parent. Except as provided herein, each such Company Option, an “Assumed Option”) in a manner consistent with the requirements of Section 409A of the Code. Each Assumed Option shall continue to have, and be subject to, the same terms and conditions (including the vesting schedule, term exercisability provisions and other terms and conditions set forth in the applicable Company Stock Plan Plans and the applicable Company Option Agreement) option agreements relating thereto (including with respect to the vesting thereof), as are in effect and applicable to the Assumed Option immediately prior to the Effective Time, except that (i) Parent and its board of directors shall have any and all amendment and administrative authority with respect to such option and the Company Stock Plan (subject, in the case of any amendment, to any required consent of the affected Company Optionholder pursuant to the terms of the applicable Company Stock Plan and the Company Option Agreement for such Assumed Option), (iiA) each such option shall become Assumed Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the next whole number of shares of Parent Common Stock) of (A) the number of shares of Company Common Stock that would have been were issuable upon full exercise of such Assumed Option immediately prior to the Effective Time multiplied by (B) the Company Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (iiiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall will be equal to the quotient (rounded up to the next whole cent) obtained determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Company Option Exchange Ratio, rounded up to the nearest whole cent. All It is intended that each Assumed Options that assumed by Parent shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Assumed Options qualified as incentive stock options immediately prior to the Effective Time were treated as “incentive stock options” within and the meaning provisions of this Section 422 1.7(c)(i)(A) shall be applied consistent with such intent. The conversion and assumption of the Code Assumed Options is intended to comply with the regulations and other binding guidance under Section 409A of the Code, including Treas. Reg. 1.409A-1(b)(5)(v)(D), and such converted options to purchase Parent Common Stock shall from be subject to the same terms and after conditions (including with respect to the vesting schedule thereof, expiration date, exercise provisions and transfer restrictions) as were applicable to the corresponding Assumed Options immediately prior to the Effective Time still be treated as incentive stock options under the CodeTime.