Common use of Company RSU Awards Clause in Contracts

Company RSU Awards. (i) At the Effective Time, each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a restricted stock unit award with respect to Parent Common Stock (each, a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied to the related Company RSU Award immediately prior to the Effective Time, except that the number of shares of Parent Common Stock subject to each Substitute RSU Award shall be equal to the product of (A) the number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything to the contrary in Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Award, sixty percent (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Consideration.

Company RSU Awards. (i) At the Effective Time, the restrictions and vesting conditions applicable to each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a restricted stock unit award with respect to Parent shares of Company Common Stock (each, a “Substitute Company RSU Award”), ) that is outstanding immediately prior to the Effective Time and Parent that was granted prior to the date of this Agreement shall assume lapse at the Effective Time in accordance with the terms and conditions of the Company Equity Stock Plans and each such Company RSU Award shall, by virtue of the Merger and without any action on the same terms part of the holder thereof, be converted as of the Effective Time into the right to receive, with respect to each share of Company Common Stock underlying such Company RSU Award, the combination of (i) $17.50 in cash and conditions (ii) 0.30605 of a share of Parent Common Stock (clauses (i) and (ii) together, the “Per Share Consideration,” and the aggregate amount of Per Share Consideration in respect of all shares of Company Common Stock underlying a Company RSU Award, the “Award Consideration”). The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as applied soon as reasonably practicable following the Closing Date, but in no event later than five business days following the Closing Date. Applicable Tax withholdings with respect to the related Company RSU Award immediately prior Consideration first shall reduce the cash portion of the Award Consideration. Any Tax withholdings pursuant to the Effective Time, except this Section 1.9(b)(i) that reduce the number of shares of Parent Common Stock subject deliverable pursuant to each Substitute RSU Award this Section 1.9(b)(i) shall be equal based on the Parent Closing Price. Notwithstanding anything to the product contrary contained in this Section 1.9(b)(i), in lieu of (A) the number issuance of shares any fractional share of Company Parent Common Stock subject in respect of Award Consideration, Parent shall pay to any individual who otherwise would be entitled to receive such Company RSU Award as of immediately prior to the Effective Time, multiplied by fractional share an amount in cash (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole sharecent) determined by multiplying (x) the Parent Closing Price by (y) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such individual would otherwise be entitled to receive pursuant to this Section 1.9(b)(i). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration and that was granted on or after the date of vesting as a result of the consummation of the Integrated Mergers) this Agreement shall, by virtue of the Integrated Mergers Merger and without further any action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted as of the Effective Time into a right restricted stock unit award (“Assumed RSU Award”), on the same terms and conditions (including applicable vesting requirements) as applied to receive each such Company RSU Award immediately prior to the Merger Consideration in Effective Time, with respect to the number of each share shares of Parent Common Stock that is equal to the number of shares of Company Common Stock subject to such the Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything immediately prior to the contrary in Section 3.2, for purposes of this Section 3.3(b)(iiEffective Time multiplied by the Equity Award Exchange Ratio (rounded to the nearest whole share), with respect to each such Company RSU Award, sixty percent (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Consideration.

Company RSU Awards. (i) At Except as set forth in Section 3.2(a)(ii), at the Effective Time, each outstanding award of restricted stock units in respect of Company Common Stock that vests solely based on service (a “Company RSU Award that is outstanding and unvested as of immediately prior Award”) granted pursuant to the Effective Time Company’s 2019 Incentive Compensation Plan, as amended from time to time, or any predecessor plan (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shall“Company Stock Plan”), by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, shall be assumed by Parent canceled and converted into a an award of restricted stock unit award with units in respect to of Parent Common Stock (each, a “Substitute Parent RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied to the related Company RSU Award immediately prior to the Effective Time, except ) covering that the number of shares of Parent Common Stock subject (rounded to each Substitute RSU Award shall be the nearest whole share) equal to the product of (Ai) the total number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. Each Parent RSU Award corresponding to a Company RSU Award outstanding as of the date hereof shall, except as otherwise provided in this Section 3.2(a), be subject to substantially the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award and each outstanding award of deferred stock units in respect of Company Common Stock (a “Company DSU Award”), in each case, granted to a non-employee director of the Company pursuant to the Company Stock Plan that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers occurrence of the Closing and without further any action on the part of the Company, by Parent, Merger Subs Sub, the Company or the holder thereof, be cancelled and converted into a right immediately vest with respect to receive 100% of the Merger Consideration in respect of each share shares of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything to the contrary in Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such or Company RSU DSU Award, sixty percent (60%) which shares of the Underlying RSU Shares Company Common Stock shall be converted into the Per Share Cash right to receive (A) the Merger Consideration in accordance with Section 3.1(b) with respect to each share of Company Common Stock and forty percent (40%B) of an amount in cash equal to the Underlying accrued but unpaid dividend equivalents with respect to such Company RSU Shares shall be converted into Award or Company DSU Award, payable by the Per Share Stock ConsiderationSurviving Corporation as promptly as administratively possible after the Closing, but in no event later than ten (10) Business Days following the Closing.

Company RSU Awards. (i) At Except as otherwise agreed to in writing between Parent, the Company and a holder of a Company RSU Award (including as contemplated by Section 2.2(a)(ii)), at the Effective Time, each outstanding Company RSU Award, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount of cash (without interest and subject to applicable Tax withholdings) equal to (A) the total number of shares of Company Common Stock subject to the portion of each Company RSU Award that is outstanding and unvested as of vested immediately prior to the Effective Time in accordance with its terms (taking into account including any acceleration portion of vesting such Company RSU Award that becomes vested as a result of the consummation Contemplated Transactions), multiplied by (B) the Per Share Merger Consideration (the “Company RSU Consideration”), which Company RSU Consideration will be payable net of the Integrated Merger) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, applicable Taxes required to be assumed by Parent and converted into a restricted stock unit award withheld with respect to such payment. (ii) The Company acknowledges that, subject to Parent’s and Topco’s compliance with Section 5.24, Parent Common Stock (eachand Topco may seek, prior to the Closing, to agree with a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such holder of a Company RSU Award on the same terms and conditions that, effective as applied to the related Company RSU Award of immediately prior to following the Effective Time, except that such holder shall use all of such holder’s Company RSU Consideration payable pursuant to Section 2.2(a)(i), at the election of the holder of such Company RSU Award, net of any applicable withholding Taxes (with respect to each such holder, the “Rollover Company RSU Consideration”), to subscribe for a number of shares Topco Common Units equal to (1) such holder’s Rollover Company RSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of Parent administrative convenience, such Topco Common Stock Units shall be provided to such holder in lieu of the Rollover Company RSU Consideration in full satisfaction of all rights to receive such Rollover Company RSU Consideration, and such holder shall be deemed to have received the Rollover Company RSU Consideration (including, for the avoidance of doubt, any amounts subject to each Substitute applicable Tax withholdings if such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from the vesting of the Company RSU Award shall be equal at the Effective Time through a payment to the product Company in cash on or prior to the Closing) and thereafter immediately contributed the Rollover Company RSU Consideration to Topco in exchange for such Topco Common Units. In lieu of (A) the number foregoing, Parent and Topco and the holder of a Company RSU Award may agree that such holder’s Company RSU Award may be settled in exchange for shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective TimeClosing, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each holder of such Company RSU Award that is outstanding and vested as satisfying all applicable withholding obligations arising from the vesting of immediately the Company RSU Award at the Effective Time through a payment to the Company in cash on or prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shallClosing, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share such shares of Company Common Stock shall be treated as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company RSU Award (each an “Underlying RSU Share”)agrees that, subject to any required withholding of Taxes; provided, that notwithstanding anything to the contrary extent that Parent has identified to the Company in Section 3.2writing, for purposes of this Section 3.3(b)(ii)at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to each such a Rollover Company RSU AwardConsideration, sixty percent the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units, as provided in this Section 2.2(a)(ii) (60%) of the Underlying “Company RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock ConsiderationRollover Agreements”).

Company RSU Awards. (i) At As of the Effective Time, each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shall, by virtue of the Integrated Mergers Merger and without further any action on the part of the Company, Parent or the holder holders thereof, each outstanding award of restricted stock units that corresponds to a number of shares of Company Common Stock (each, a “Company RSU Award”) under any Company Equity Plan (other than any Company PVRSU Award (as defined in Section 2.3(c) below)) shall be assumed by Parent and shall be converted into a restricted stock unit award with respect corresponding to Parent Common Stock Shares (each, a “Substitute Parent RSU Award”), and ) with respect to a number of Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied Shares (rounded down to the related Company RSU Award immediately prior to the Effective Time, except that the number of shares of Parent Common Stock subject to each Substitute RSU Award shall be nearest whole share) equal to the product of obtained by multiplying (Ai) the applicable number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio. Except as otherwise provided in this Section 2.3(b), each Parent RSU Award assumed and converted pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time. Notwithstanding the foregoing, (i) as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers Merger and without further any action on the part of the Company, Parent, Merger Subs or the holder holders thereof, each Company RSU Award granted under any Company Equity Plan to a Company non-employee director (whether or not vested) shall be deemed to have vested, the shares of Company Common Stock underlying such award shall be deemed to have been issued and such award and such shares shall immediately thereafter be cancelled and converted into a the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to underlying such award, and (ii) restricted stock units under a Company RSU Award (each an “Underlying RSU Share”), subject that have vested as of the Closing Date but have not yet been settled as of such date shall be deemed to any required withholding of Taxes; provided, that notwithstanding anything have settled and shall have the right to receive Parent Shares in the contrary manner set forth in Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Award, sixty percent (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Consideration2.1.

Company RSU Awards. Each award of time-based vesting restricted stock units relating to Company Common Stock (i) At excluding the Effective TimeCompany Earnout Acquiror RSUs, each each, a “Company RSU Award Award”) that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting shall, as a result of the consummation of the Integrated Merger) shallEffective Time, by virtue of the Integrated Mergers automatically and without further any action on the part of the Company, Parent or the holder thereof: (A) if and to the extent such Company RSU Award is or becomes vested at the Effective Time pursuant to its terms, be cancelled and converted into the right to receive a number of shares of Parent Common Stock equal to the product of (1) the number of vested whole shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time and (2) the Exchange Ratio, less applicable Tax withholding, payable promptly following the Effective Time; provided, that notwithstanding anything to the contrary contained in this Agreement, any payment pursuant to this Section 1.5(b)(i)(A) in respect of any such Company RSU Award which constitutes “deferred compensation” subject to Section 409A shall be made on the earliest possible date that such payment would not trigger a tax or penalty under Section 409A; or (B) if or to the extent such Company RSU Award is not covered by Section 1.5(b)(i)(A) (each Company RSU Award to the extent not so covered, an “Assumed Company RSU Award”), cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automatically into a restricted stock unit award with respect to Parent Common Stock (each, a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions (including applicable vesting provisions) as applied to the related such Assumed Company RSU Award immediately prior to the Effective Time, except that converted into the right to a Parent RSU Award with respect to a number of shares of Parent Common Stock subject to each Substitute RSU Award shall be equal to the product of (A1) the number of unvested whole shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time and (taking into account any acceleration of vesting as a result of 2) the consummation of the Integrated Mergers) shallExchange Ratio, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share of Company Common Stock subject to rounding such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything product down to the contrary in Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Award, sixty percent (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Considerationnearest whole share.

Company RSU Awards. (ia) At the Effective TimeClosing, each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a restricted stock unit award with respect to Parent Common Stock (each, a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied to the related Company RSU Award immediately prior to the Effective Time, except that the number of shares of Parent Common Stock subject to each Substitute RSU Award Closing shall be equal to the product of (A) the number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be automatically cancelled and converted into a the right to receive a portion of the Merger Closing Consideration in respect of each share of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything equal to the contrary in Section 3.2, for purposes sum of this Section 3.3(b)(ii), with respect to each (a) the Frozen Amount of such Company RSU Award, sixty percent and (60%b) the product of the Underlying Non-Frozen Portion of such Company RSU Shares Award multiplied by a fraction, the numerator of which is the Base Purchase Price less the Closing Leakage Amount and the denominator of which is the Fully Diluted Number, rounded down to the nearest whole cent (the “Company RSU Award Payment Amount” and, the aggregate of all Company RSU Award Payment Amounts, the “RSU Consideration”). Except as otherwise set forth in a Specified Key Employee’s Key Employee Employment Agreement, the Company RSU Award Payment Amount shall be converted into paid to each Company RSU Award holder in cash, without interest and less applicable withholding Taxes, as soon as administratively practicable after the Per Share Cash Closing. The RSU Consideration shall constitute the sole consideration payable in respect of all Company RSU Awards and forty percent no additional consideration shall be paid in respect of any Company RSU Awards. (40%b) Prior to the Closing, the Company shall provide notice, if any, to the extent required under the terms of any Company Stock Plan, and adopt applicable resolutions, to amend the terms of any Company Stock Plan or agreements evidencing Company RSU Awards and take all other necessary or reasonably appropriate actions to (i) give effect to the transactions contemplated herein and the Vesting Agreements; and (ii) ensure that, from and after the Closing, no holder of Company RSU Awards, any beneficiary thereof nor any other participant in any Company Stock Plan shall have any right thereunder to acquire any Capital Stock or to receive any payment or benefit with respect to any award previously granted under any Company Stock Plan, except as provided herein. To the extent applicable, the Company shall provide Buyer with any documentation evidencing the completion of the Underlying RSU Shares foregoing actions (the form and substance of such documentation shall be converted into subject to review and approval by Buyer, such approval not to be unreasonably withheld, conditioned or delayed) no later than the Per Share Stock ConsiderationBusiness Day preceding the Closing.

Company RSU Awards. (i) At Immediately prior to the Effective Time, each restricted stock unit in respect of Company RSU Award Common Stock (a “Company RSU”) that is outstanding and unvested vested at such time (each, a “Vested RSU”) shall, automatically and without any required action on the part of the holder thereof, be canceled and converted into the right to receive (without interest), at the time set forth in Section 2.3(d) (or such later time as required to avoid imposition of additional Taxes under Section 409A of the Code), an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Vested RSU multiplied by (y) the Transaction Consideration, less applicable Taxes required to be withheld with respect to such payment. (ii) Each Company RSU outstanding immediately prior to the Effective Time that is not a Vested RSU (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergereach an “Unvested RSU”) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a restricted stock unit award with respect to Parent Common Stock (each, a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied to the related Company RSU Award immediately prior to the Effective Time, except that the number of shares of Parent Common Stock subject to each Substitute RSU Award shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to the product of (Ai) the number of shares of Company Common Stock subject to such Company RSU Award as award of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested Unvested RSUs as of immediately prior to the Effective Time multiplied by (taking into account any acceleration of vesting as a result of ii) the consummation of Transaction Consideration (the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company “Cash Replacement RSU Award (each an “Underlying RSU ShareAmounts”). The Cash Replacement RSU Amounts will, subject to any required withholding of Taxes; providedthe holder’s continued service with Parent and its Affiliates through the applicable vesting dates, that notwithstanding anything vest and be payable at the same time as the Unvested RSU for which such Cash Replacement RSU Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement RSU Amounts will have substantially the contrary in Section 3.2same terms and conditions, for purposes of this Section 3.3(b)(ii)including, with respect to each such Company vesting as applied to the Unvested RSU Awardfor which they were exchanged, sixty percent (60%) except for terms rendered inoperative by reason of the Underlying RSU Shares shall be converted into Transactions or for such other administrative or ministerial changes as in the Per Share Cash Consideration reasonable and forty percent (40%) good faith determination of Parent are appropriate to conform the administration of the Underlying Cash Replacement RSU Shares shall be converted into the Per Share Stock ConsiderationAmounts.

Company RSU Awards. (i) At the Effective Time, each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shallTime, each Existing Company RSU Award that is outstanding immediately prior thereto shall by virtue of the Integrated Mergers Merger automatically and without further any action on the part of the Company, Parent or the holder thereof, be canceled and terminated and converted solely into the right to receive from the Surviving Corporation an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Existing Company RSU Award immediately prior to the Effective Time, by (y) the Merger Consideration (the “RSU Consideration”), subject to any applicable withholding Taxes pursuant to Section 2.8(e). Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay to each holder of Existing Company RSU Awards the applicable RSU Consideration (subject to any applicable withholding Taxes pursuant to Section 2.8(e)) as promptly as practicable (and in no event later than the second regularly scheduled payroll date following the Closing) after the Effective Time. Notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Existing Company RSU Award that, immediately prior to such cancellation, constitutes “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in compliance with Section 409A of the Code, including on the applicable original settlement date for such Existing Company RSU Award if required in order to comply with Section 409A of the Code. (ii) Effective as of immediately prior to the Effective Time, fifty percent (50%) of each New Company RSU Award that is outstanding immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a Parent restricted stock unit award with respect to Parent Common Stock (each, a an “Substitute Assumed RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award ) on the same terms and conditions (including applicable vesting, acceleration upon a termination without “cause” or for “good reason” (as such terms are defined in the applicable employment agreement or severance program covering the holder as in effect on the date of this Agreement) and expiration provisions) as applied to the related each such New Company RSU Award immediately prior to the Effective Time, except that the each Assumed RSU Award shall cover that number of whole shares of Parent Common Stock subject to each Substitute RSU Award shall be equal to the product of (A) the number of shares of unvested Company Common Stock subject to such Shares underlying the New Company RSU Award as of immediately prior to the Effective Time, Time multiplied by (B) the Equity Award Exchange Ratio (Ratio, with the resulting number result rounded up down to the nearest whole share). number of shares of Parent Common Stock. The remaining fifty percent (ii50%) At the Effective Time, of each New Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time shall be treated in accordance with the provisions of Section 2.7(e)(i). For clarity, fifty percent (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers50%) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share vesting tranche of Company Common Stock subject to such each New Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything is outstanding immediately prior to the contrary Effective Time shall be treated in accordance with the provisions of Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Award, sixty 2.7(e)(i) and fifty percent (6050%) of each vesting tranche of each New Company RSU Award that is outstanding immediately prior to the Underlying RSU Shares Effective Time shall be converted into treated in accordance with the Per Share Cash Consideration and forty percent (40%) provisions of the Underlying RSU Shares shall be converted into the Per Share Stock ConsiderationSection 2.7(e)(ii).

Company RSU Awards. (i) At the Effective Time, each Each Company RSU Award that is held by a director, officer or employee of, or consultant to, the Company or any of its Subsidiaries outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration shall cease to be entitled to one share of Class A Common Stock upon vesting as a result of the consummation RSU Award and instead shall be entitled upon vesting to the Merger Consideration (and, to the extent, if any, provided under the terms of the Integrated Merger) shallapplicable awards, by virtue of an amount equal to the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a restricted stock unit award cash dividends that would have been received with respect to Parent one share of Class A Common Stock (each, a “Substitute RSU Award”), and Parent shall assume during the Company Equity Plans and each period from the grant date of such Company RSU Award on the same terms and conditions as applied to the related Company RSU Award immediately prior to through the Effective Time, except that the number of shares of Parent Common Stock but not thereafter), subject to each Substitute RSU Award shall be equal to the product of (A) the number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole shareSection 3.7(g). ; and (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time which vests in whole or in part on the basis of the achievement of performance goals shall be subject to appropriate and equitable modification of the applicable performance goals by the committee of the Company Board administering such Company RSU Awards reasonably necessary to reflect the expected effect of the Merger on such performance goals. Anything to the contrary in this Section 3.5(e) notwithstanding, if by reason of the Contemplated Transactions, a position with the Surviving Corporation of a holder of a Company RSU Award will terminate as of the Effective Time (taking into account any acceleration including, for the avoidance of vesting doubt, as a result of the consummation resignation or removal of the Integrated Mergers) shall, directors as contemplated by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”this Agreement), subject to any required withholding of Taxes; provided, that notwithstanding anything to the contrary in Section 3.2, for purposes of this Section 3.3(b)(ii3.5(e), such Company RSU Award shall be deemed to vest as of the Effective Time and within three (3) Business Days after the Closing, Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation, as promptly as practicable (and in no event later than five (5) Business Days after the Closing), to pay to each of the holders of such Company RSU Awards, the applicable Merger Consideration (and, to the extent, if any, provided under the terms of the applicable awards, an amount equal to the cash dividends that would have been received with respect to each one share of Class A Common Stock during the period from the grant date of such Company RSU AwardAward through the Effective Time, sixty percent but not thereafter) (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Considerationless any applicable withholding Taxes pursuant to Section 3.7(g)).

Company RSU Awards. (i) At Each restricted share unit award granted pursuant to the Effective Time, each Company RSU Share Award Incentive Plan that is outstanding and unvested has not vested and been settled as of immediately prior to the Effective Time (taking into account each such award, a “Company RSU Award”), whether vested or unvested (and notwithstanding anything to the contrary in the Share Award Incentive Plan, any acceleration of vesting as a result employment agreement or other document governing any Company RSU Award, or any resolution or determination of the consummation Company Board (or any committee thereof) in respect of the Integrated MergerCompany RSU Award) shall, as of the Effective Time, by virtue of this Agreement and the Integrated Mergers Share Award Incentive Plan and without further any action on the part of the holders thereof, become fully vested and the holder thereof shall receive from Company, Parent or at the holder thereofEffective Time, be assumed by Parent and converted into a restricted stock unit award with cash payment (net of applicable withholdings) as described in this Section 1.2(a): (i) With respect to Parent Common Stock all holders other than Ixx X. Xxxxxx, Jxxxxx X. Xxxxxx Lxxxxx, Xxxx D. Xxxxxxxxx, Nxxxxx X. Xxxxxx, and Dxxxx X. XxXxx (each, each a “Substitute RSU AwardNamed Executive Officer” and collectively the “Named Executive Officers”), and Parent the amount of such cash payment shall assume equal to the greater of (A) (1) the number of restricted share units subject to such Company RSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Equity Plans and each Common Shares since the date on which such Company RSU Award was granted as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) the volume weighted average trading price of the Company Common Shares on the same terms and conditions as applied to TSX for the related Company RSU Award immediately five (5) trading days ending on the second trading day prior to the Effective TimeDate (provided that, except if such period includes any trading days that are “ex dividend” with respect to the Additional Dividend, then the relevant five (5) day trading period shall be the five (5) trading days immediately prior to such ex-dividend date, the “Closing FMV”) and (B) (1) the number of shares of Parent Common Stock restricted share units subject to each Substitute such Company RSU Award, adjusted for dividends declared on the Company Common Shares between the date on which such Company RSU Award was granted and the date hereof, as contemplated by Section 6(b) of the Share Award Incentive Plan (but, for the avoidance of doubt, excluding any dividends declared on the Company Common Shares between the date hereof and the Effective Date and also excluding the Additional Dividend), multiplied by (2) the volume weighted average trading price of the Company Common Shares on the TSX for the five (5) trading days immediately following the announcement by Company of this Agreement (the “Announcement FMV”). (ii) With respect to all Named Executive Officers other than Ixx X. Xxxxxx, the amount of such cash payment shall be equal the sum of (A) (1) fifty percent (50%) of the number of restricted share units subject to such Company RSU Award, adjusted for dividends declared on the product Company Common Shares between the date on which such Company RSU Award was granted and the date hereof, as contemplated by Section 6(b) of the Share Award Incentive Plan (but, for the avoidance of doubt, excluding any dividends declared on the Company Common Shares between the date hereof and the Effective Date and also excluding the Additional Dividend), multiplied by (2) the Announcement FMV, plus (B) (1) fifty percent (50%) of the number of restricted share units subject to such Company RSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company RSU Award was granted, as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) the Closing FMV. (iii) With respect to Ixx X. Xxxxxx, the amount of such cash payment shall equal (A) the number of shares of Company Common Stock restricted share units subject to such Company RSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company RSU Award was granted, as contemplated by Section 6(b) of immediately prior to the Effective TimeShare Award Incentive Plan, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding Closing FMV. Notwithstanding anything to the contrary in Section 3.2the Share Award Incentive Plan, for purposes of this Section 3.3(b)(ii), with respect to each such any employment agreement or other document governing any Company RSU Award, sixty percent (60%) or any resolution or determination of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent Company Board (40%or any committee thereof) in respect of the Underlying Company RSU Award, (x) except as otherwise set forth in this Section 1.2(a), none of the Company RSU Awards will be adjusted for any dividends declared on the Company Common Shares shall between the date hereof and the Effective Date and (y) none of the Company RSU Awards will be converted into adjusted for the Per Share Stock ConsiderationAdditional Dividend.

Company RSU Awards. (i) At Effective as of immediately prior to the Effective Time, each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Merger) shall, thereto shall by virtue of the Integrated Mergers Merger automatically and without further any action on the part of the Company, Parent or the holder thereof, be assumed by Parent cancelled and terminated and converted into a restricted stock unit award with respect the right to Parent Common Stock receive from the Surviving Corporation an amount in cash (each, a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied without interest) equal to the related product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, except that by (y) the number Merger Consideration (the “RSU Consideration”). Parent shall pay by wire transfer of shares of immediately available funds to the Surviving Corporation, and the Surviving Corporation shall, or Parent Common Stock subject shall cause the Surviving Corporation to, pay to each Substitute RSU Award shall be equal to the product holder of (A) the number of shares of Company Common Stock subject to such a Company RSU Award who as of immediately prior to the Effective Time, multiplied by Time was a non-employee director of the Company the applicable RSU Consideration (Bless any applicable withholding Taxes pursuant to Section 3.5) as promptly as practicable (and in no event later than the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (iinext regularly scheduled payroll date) At after the Effective TimeTime (or, if applicable, the applicable Deferred Settlement Date). With respect to each Company RSU Award that is outstanding as of immediately prior to the Effective Time was held by an individual who as of immediately prior to the Effective Time was not a non-employee director of the Company, as promptly as practicable (and vested in no event later than the next regularly scheduled payroll date) after the earlier of (i) the nine-month anniversary of the Effective Time and (ii) the date on which such Company RSU Award (or portion thereof) was scheduled to vest in accordance with its terms as in effect as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of such earlier date, the consummation of the Integrated Mergers) “RSU Vesting Date”), Parent shall, by virtue of or shall cause the Integrated Mergers and without further action on the part of the CompanySurviving Corporation to, Parent, Merger Subs or pay to the holder thereofof such Company RSU Award, be cancelled the applicable RSU Consideration with respect to such Company RSU Award or portion thereof (less any applicable withholding Taxes), subject to such holder’s continued employment with the Surviving Corporation (or Parent or its Subsidiaries) through the applicable RSU Vesting Date; provided that, if such holder’s employment terminates prior to the applicable RSU Vesting Date due to termination by the Surviving Corporation (or Parent or its Subsidiaries) without Cause, by such holder for Good Reason, or due to the holder’s death or Disability, then subject to such holder’s (or estate’s) execution and converted into non-revocation of a right general release of claims in a form provided by the Surviving Corporation (a “Release”), Parent shall, or shall cause the Surviving Corporation to, pay to receive such holder the Merger applicable RSU Consideration in with respect of each share of Company Common Stock subject to such Company RSU Award (each an less any applicable withholding Taxes) as promptly as practicable (and in no event later than the next regularly scheduled payroll date) after the effective date of such Release (or, if applicable, the applicable Deferred Settlement Date). Any payment in respect of any Company RSU Award that, immediately prior to such cancellation, was treated as “Underlying RSU Share”), deferred compensation” subject to any required withholding Section 409A of Taxes; provided, that notwithstanding anything to the contrary in Section 3.2, Code shall be made on the applicable settlement date for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Award, sixty percent (60%) Awards if required in order to comply with Section 409A of the Underlying RSU Shares shall be converted into Code (the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Consideration“Deferred Settlement Date”).

Company RSU Awards. (i) At Each Company RSU Award that is outstanding, vested and unsettled as of the Effective Time in accordance with its terms (after giving effect to any vesting that occurs as a result of the Transactions in respect of the members of the Company Board and subject in all cases to the terms of the applicable Waiver Agreement) that is not assumed by Parent in accordance with Section 2.3(b)(ii) (each, a “Cashed-Out Company RSU Award”), without any action on the part of Parent, Merger Sub, the Company, the holder of such Cashed-Out Company RSU Award or any other Person, will be cancelled and converted at the Effective Time into the right to receive from the Surviving Company (except for Cashed-Out RSU Consideration (as defined below) paid with respect to Section 102 Awards and Section 3(i) Awards, which shall be paid through the 102 Trustee) an amount in cash equal to the product of (x) the number of Company Shares subject to such Cashed-Out Company RSU Award and (y) the Per Share Merger Consideration (the “Cashed-Out RSU Consideration”). Any such payment with respect to Cashed-Out Company RSU Awards will be made in accordance with Section 2.3(d) below, subject to all applicable Tax withholding requirements. (ii) Subject to Section 2.3(b)(iii) and Section 2.3(b)(iv) below, each Company RSU Award that is outstanding and unvested as of the Effective Time and held by a Continuing Employee or Continuing Service Provider (each, an “Unvested Company RSU Award”), without any action on the part of Parent, Merger Sub, the Company, the holder of such Company RSU Award or any other Person, will be assumed by Parent and converted at the Effective Time into an award of Parent restricted stock units (an “Assumed RSU Award”), subject to substantially the same terms and conditions as were applicable to such Company RSU Award immediately prior to the Effective Time, including, without limitation, any service-based vesting terms (except (x) for terms rendered inoperative by reason of the Transactions as determined by Parent in its sole and reasonable discretion and (y) that with respect to any Company RSU Award that is subject to performance-based vesting criteria, no performance-based vesting metrics or criteria shall apply from and after the Effective Time, other than (I) forfeiture terms for awards not subject to, or no longer subject to, service-based vesting conditions and (II) any recoupment provisions) covering a number of ordinary shares of Parent, rounded down to the nearest whole share, determined by multiplying (A) the number of Company Shares subject to such Unvested Company RSU Award by (B) the Exchange Ratio; provided, however, that with respect to any Unvested Company RSU Award that remains subject to performance-based vesting criteria in respect of a performance period that has not ended as of immediately prior to the Effective Time, the performance-based vesting criteria in respect of such ongoing performance period will be deemed achieved at target (or at such lower level of achievement, if any, required by the terms of the applicable Company RSU Award upon consummation of the Merger), and the number of Company Shares subject to such Unvested Company RSU Award for purposes of the immediately foregoing sentence shall be based on such target achievement (or at such lower level of achievement, if any, required by the terms of the applicable Company RSU Award upon consummation of the Merger) (this proviso, the “Open Performance Period Treatment”). For the avoidance of doubt, if any performance-based vesting criteria applicable to a Company RSU Award has been achieved below target in respect of a performance period that has ended prior to the Effective Time (“Actual Achievement Level”), such performance-based vesting criteria shall be deemed achieved at the Actual Achievement Level and the portion of the Company RSU Award to which such achieved performance-based vesting criteria applied shall be assumed based on the performance-based vesting criteria being achieved at the Actual Achievement Level (and such portion of such Company RSU Award shall under no circumstances be deemed earned at target) (the “Actual Achievement Treatment” and, together with the Open Performance Period Treatment, the “PSU Award Treatment”), in each case, notwithstanding anything to the contrary set forth in the applicable award agreement, plan document or any other agreement or arrangement. Except as expressly provided above, following the Effective Time, each Assumed RSU Award shall continue to be governed by substantially the same terms and conditions (including service-based vesting), as were applicable to such Unvested Company RSU Award immediately prior to the Effective Time (provided, however, that, with respect to each Assumed RSU Award, Parent may, in its sole discretion, adjust the original vesting dates scheduled to occur following the Effective Time to align with the next Quarterly Vesting Date following each such original vesting date). Each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time and not held by a Continuing Employee or Continuing Service Provider will be cancelled without the payment of any consideration therefor. (taking into account iii) Notwithstanding the foregoing, Parent reserves the right, in its sole discretion, to settle any acceleration of vesting as a result of Assumed RSU Award in cash. (iv) Notwithstanding the consummation of the Integrated Merger) foregoing, Parent shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and converted into a restricted stock unit award with respect to Parent Common Stock (each, a “Substitute RSU Award”), and Parent shall assume the Company Equity Plans and each such Company RSU Award on the same terms and conditions as applied to the related Company RSU Award immediately prior to at the Effective Time, except that instead cancel and convert each Unvested Company RSU Award which is a Section 102 Award or Section 3(i) Award into the right to receive through the 102 Trustee an amount in cash per Company Share subject to such Unvested Company RSU Award (with the number of shares of Parent Common Stock subject to each Substitute such Unvested Company RSU Award shall be determined in accordance with Section 2.3(b)(ii) after application of the PSU Award Treatment) equal to the product of (A) the number of shares of Company Common Stock Per Share Merger Consideration, payable subject to such Company RSU Award as of immediately prior the same service-based vesting, forfeiture and recoupment terms described in Section 2.3(b)(ii); provided, however, that Parent may, in its sole discretion, adjust the original vesting dates scheduled to occur following the Effective Time, multiplied by (B) the Exchange Ratio (Time to align with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, next Quarterly Vesting Date following each such original vesting date. Each Company RSU Award that is outstanding and vested unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as and not held by a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs Continuing Employee or the holder thereof, Continuing Service Provider will be cancelled and converted into a right to receive without the Merger Consideration in respect payment of each share of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding anything to the contrary in Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Award, sixty percent (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Considerationconsideration therefor.

Company RSU Awards. (i) At the Effective Time, each Company RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as Time, each Vested Company RSU Award that is outstanding immediately prior thereto and each Company RSU Award held by a result non-employee director of the consummation of the Integrated MergerCompany that is outstanding immediately prior thereto (each a “Cancelled RSU Award”) shall, shall by virtue of the Integrated Mergers Merger, automatically and without further any action on the part of the Company, Parent or the holder thereof, be assumed by Parent cancelled and terminated and converted into a restricted stock unit award with respect the right to Parent Common Stock receive from the Surviving Corporation an amount in cash (each, a “Substitute without interest) equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Cancelled RSU Award, by (y) the Merger Consideration (the “RSU Consideration”). Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and the Surviving Corporation shall, or Parent shall assume the Company Equity Plans and cause one of its Affiliates to, pay through payroll to each such Company holder of a Cancelled RSU Award on the same terms applicable RSU Consideration (less any applicable withholding Taxes pursuant to Section 3.5) as promptly as practicable (and conditions as applied to in no event later than the related Company RSU Award immediately next regularly scheduled payroll date) after the Effective Time. (ii) Immediately prior to the Effective Time, except that the number of shares of Parent Common Stock subject to each Substitute Unvested Company RSU Award shall be equal to the product of (A) the number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a deferred cash award in respect of an amount obtained by multiplying (x) the aggregate number of Company Shares underlying such Unvested Company RSU Award, by (y) the Merger Consideration (each, an “RSU Replacement Award”). Each RSU Replacement Award will be governed by the terms of an individual agreement between the Company and the holder of such RSU Replacement Award and shall represent the right to receive a cash payment that shall become payable on the Merger Consideration earlier of January 20, 2023 or on a termination of employment by the Surviving Corporation without “Cause” or by the holder of such RSU Replacement Award for “Good Reason” (as those terms are defined in the Trecora Resources Change of Control Severance Plan, and either such termination, a “Qualifying Termination”). The Surviving Corporation shall make any required cash payment in respect of each share of Company Common Stock subject to such Company RSU Replacement Award (each less any applicable withholding Taxes pursuant to Section 3.5, a certain portion of which may be satisfied in the year in which the Closing occurs) on the earlier of (A) January 20, 2023 or (B) within 60 days following a Qualifying Termination. For the avoidance of doubt, the holder of an “Underlying RSU Share”)Replacement Award need not be employed on January 20, subject 2023 to any required withholding be eligible to receive the cash payment in respect of Taxes; provided, that notwithstanding anything to the contrary in Section 3.2, for purposes of this Section 3.3(b)(ii), with respect to each such Company RSU Replacement Award, sixty percent (60%) of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent (40%) of the Underlying RSU Shares shall be converted into the Per Share Stock Consideration.

Company RSU Awards. (i) At Each restricted share unit award granted pursuant to the Effective Time, each Company RSU Share Award Incentive Plan that is outstanding and unvested has not vested and been settled as of immediately prior to the Effective Time (taking into account each such award, a “Company RSU Award”), whether vested or unvested (and notwithstanding anything to the contrary in the Share Award Incentive Plan, any acceleration of vesting as a result employment agreement or other document governing any Company RSU Award, or any resolution or determination of the consummation Company Board (or any committee thereof) in respect of the Integrated MergerCompany RSU Award) shall, as of the Effective Time, by virtue of this Agreement and the Integrated Mergers Share Award Incentive Plan and without further any action on the part of the holders thereof, become fully vested and the holder thereof shall receive from Company, Parent or at the holder thereofEffective Time, be assumed by Parent and converted into a restricted stock unit award with cash payment (net of applicable withholdings) as described in this Section 1.2(a): (i) With respect to Parent Common Stock all holders other than Xxx X. Xxxxxx, Xxxxxx X. Xxxxxx Xxxxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxx, and Xxxxx X. XxXxx (each, each a “Substitute RSU AwardNamed Executive Officer” and collectively the “Named Executive Officers”), and Parent the amount of such cash payment shall assume equal to the greater of (A) (1) the number of restricted share units subject to such Company RSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Equity Plans and each Common Shares since the date on which such Company RSU Award was granted as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) the volume weighted average trading price of the Company Common Shares on the same terms and conditions as applied to TSX for the related Company RSU Award immediately five (5) trading days ending on the second trading day prior to the Effective TimeDate (provided that, except if such period includes any trading days that are “ex dividend” with respect to the Additional Dividend, then the relevant five (5) day trading period shall be the five (5) trading days immediately prior to such ex-dividend date, the “Closing FMV”) and (B) (1) the number of shares of Parent Common Stock restricted share units subject to each Substitute such Company RSU Award, adjusted for dividends declared on the Company Common Shares between the date on which such Company RSU Award was granted and the date hereof, as contemplated by Section 6(b) of the Share Award Incentive Plan (but, for the avoidance of doubt, excluding any dividends declared on the Company Common Shares between the date hereof and the Effective Date and also excluding the Additional Dividend), multiplied by (2) the volume weighted average trading price of the Company Common Shares on the TSX for the five (5) trading days immediately following the announcement by Company of this Agreement (the “Announcement FMV”). (ii) With respect to all Named Executive Officers other than Xxx X. Xxxxxx, the amount of such cash payment shall be equal the sum of (A) (1) fifty percent (50%) of the number of restricted share units subject to such Company RSU Award, adjusted for dividends declared on the product Company Common Shares between the date on which such Company RSU Award was granted and the date hereof, as contemplated by Section 6(b) of the Share Award Incentive Plan (but, for the avoidance of doubt, excluding any dividends declared on the Company Common Shares between the date hereof and the Effective Date and also excluding the Additional Dividend), multiplied by (2) the Announcement FMV, plus (B) (1) fifty percent (50%) of the number of restricted share units subject to such Company RSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company RSU Award was granted, as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) the Closing FMV. (iii) With respect to Xxx X. Xxxxxx, the amount of such cash payment shall equal (A) the number of shares of Company Common Stock restricted share units subject to such Company RSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company RSU Award was granted, as contemplated by Section 6(b) of immediately prior to the Effective TimeShare Award Incentive Plan, multiplied by (B) the Exchange Ratio (with the resulting number rounded up to the nearest whole share). (ii) At the Effective Time, each Company RSU Award that is outstanding and vested as of immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the Integrated Mergers) shall, by virtue of the Integrated Mergers and without further action on the part of the Company, Parent, Merger Subs or the holder thereof, be cancelled and converted into a right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company RSU Award (each an “Underlying RSU Share”), subject to any required withholding of Taxes; provided, that notwithstanding Closing FMV. Notwithstanding anything to the contrary in Section 3.2the Share Award Incentive Plan, for purposes of this Section 3.3(b)(ii), with respect to each such any employment agreement or other document governing any Company RSU Award, sixty percent (60%) or any resolution or determination of the Underlying RSU Shares shall be converted into the Per Share Cash Consideration and forty percent Company Board (40%or any committee thereof) in respect of the Underlying Company RSU Award, (x) except as otherwise set forth in this Section 1.2(a), none of the Company RSU Awards will be adjusted for any dividends declared on the Company Common Shares shall between the date hereof and the Effective Date and (y) none of the Company RSU Awards will be converted into adjusted for the Per Share Stock ConsiderationAdditional Dividend.