Common use of Company RSUs Clause in Contracts

Company RSUs. (i) Each Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding immediately prior to the Effective Time will cease to represent a right to acquire Company Shares and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b).

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is outstanding as of immediately prior to the Effective Time will cease that is held by (A) a non-employee director of the Company or (B) any Service Provider who is a former Service Provider as of immediately prior to represent the Effective Time (in each case, whether vested or unvested, and, in the case of a right former Service Provider, solely to acquire the extent such Company Shares and will be converted RSU was outstanding as of immediately prior to the Effective Time in accordance with its existing terms in effect as of the Effective Time into restricted stock units date hereof) (each each, a “Converted Terminating Company RSU”) covering a number of validly issuedshall be automatically canceled and converted into the right to receive (without interest) an amount in cash, fully paid and nonassessable Parent Common Shares subject to applicable tax withholding, equal to the product of (Ai) the Merger Consideration and (ii) the total number of Company Shares subject to such Terminating Company RSU as of immediately prior to the Effective Time (the “Terminating Company RSU Consideration”), subject to the terms and conditions of Section 2.05(d). (ii) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time that is not a Terminating Company RSU shall be automatically cancelled and converted into a restricted stock unit award (each, a “Parent RSU”) with respect to a number of shares of Parent Common Stock equal to the number of Shares underlying such Company RSU immediately prior to the Effective Time multiplied by (B) the Equity Award Exchange Ratio, rounded down to the nearest whole share. Each Converted Parent RSU shall otherwise have substantially continue to have, and shall be subject to, the same terms and conditions (including continuing vesting terms, if anyand payment schedule) as applied to the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest Time. Parent acknowledges and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) agrees that the Merger Consideration multiplied by constitutes a “change in control,” “change of control” or term of similar import (Bas applicable) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to the Company RSUs such Company that at the Closing a “change in control,” “change of control” or term of similar import shall have occurred with respect to each corresponding Parent RSU under both this Section 3.02(b)(ii) and Section 3.01(b)issued hereunder.

Company RSUs. (i) Each Company RSU granted under Award that is outstanding as of the Company’s 2009 Incentive date hereof (excluding, for the avoidance of doubt, each Approved Equity Award) shall be subject to this Section 1.8(b)(i). As of the Effective Time, each Company RSU Award Plan that is outstanding as of the date hereof and subject to only time-based vesting conditions shall become fully vested. As of the Effective Time, each Company RSU Award that is subject to performance-based vesting (each, a “Performance Unit”) and that is outstanding as of the date hereof (1) for which the performance period is complete but for which there has not been a determination by the Board of Directors of the Company (or authorized committee thereof) of the achievement of the underlying performance goals as of the Effective Time shall vest based on actual performance during the performance period, (2) for which the performance period is incomplete as of the Effective Time shall vest based on the target performance; and (3) each such Performance Unit that does not vest in accordance with clause (1) or clause (2) shall be cancelled and terminated without consideration immediately prior to the Effective Time will cease to represent a right to acquire Time. Each Company Shares RSU Award that vests in accordance with this Section 1.8(b)(i) shall be cancelled and will be converted of no further force or effect as of the Effective Time and automatically converted into restricted stock units (each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares the right to receive an amount equal to the product of obtained by multiplying (Ai) the total number of shares of Company Shares Common Stock subject to such vested Company RSU multiplied Award by (Bii) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vestConsideration. (ii) Each Company RSU Award that is granted under on or after the Company’s 2007 Employees Equity Plan or Restricted Stock Plan date hereof that is outstanding as of the Effective Time shall be subject to this Section 1.8(b)(ii) (each, an “Assumed Company RSU Award”). As of the Effective Time, each Assumed Company RSU Award shall be assumed by Parent and converted automatically into a restricted stock unit award with respect to a number of shares of the common stock of Parent (each, an “Adjusted RSU Award”) equal to the product obtained by multiplying (A) the total number of shares of Company Common Stock subject to the Assumed Company RSU Award immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares Equity Award Exchange Ratio (rounded down to the nearest whole share). Each Adjusted RSU Award will continue to have, and will be subject to, the same terms and conditions applicable to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Assumed Company RSU be entitled to payment with respect to such Award under the applicable Company RSU under both this Section 3.02(b)(ii) Stock Plan and Section 3.01(bthe agreements evidencing grants thereunder, including vesting, settlement and acceleration, as further set forth on Schedule 3.6(c)(ii).

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is outstanding as of immediately prior to the Effective Time will cease to represent and is either (1) held by a right to acquire non-employee member of the Company Shares and will be converted Board (whether vested or unvested) or (2) vested in accordance with its terms but not yet settled as of the Effective Time into restricted stock units (each each, a “Converted Vested Company RSU”) covering a number shall, automatically and without any required action on the part of validly issuedthe holder thereof, fully paid be cancelled and nonassessable Parent Common Shares converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (A) the total number of shares of Company Shares subject to Common Stock underlying such Company RSU multiplied RSU, by (B) the Exchange RatioMerger Consideration, rounded down subject to any required withholding of Taxes (the nearest whole share. Each Converted “Vested Company RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vestConsideration”). (ii) Each At the Effective Time, each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding as of immediately prior to the Effective Time and not a Vested Company RSU (oreach, in an “Unvested Company RSU”) shall, automatically and without any required action on the case part of the 2007 Employees Equity Planholder thereof, be converted into the occurrence contingent right to receive an aggregate amount in cash, without interest, equal to the product obtained by multiplying (1) the total number of shares of Company Common Stock underlying such Unvested Company RSU, by (2) the Change-of-Control associated Merger Consideration (the “Unvested Company RSU Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Merger)Surviving Corporation and its Subsidiaries) through the applicable vesting dates, whether or not then vested, shall such Unvested Company RSU Consideration will vest and become nonforfeitable payable at the same time as the Company RSU from which such Unvested Company RSU Consideration was converted would have vested pursuant to its terms and shall be cancelled at otherwise remain subject to the Effective Time (or, in same terms and conditions as were applicable to the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the underlying Unvested Company shall pay RSU immediately prior to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount including vesting acceleration terms (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in cash (without interestthe reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company RSU Consideration amounts, and less any amount withheld pursuant to Section 3.05) equal to provided that no such changes shall adversely affect the product rights of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a applicable holder of a cancelled Unvested Company RSU be entitled Consideration unless necessary to payment comply with applicable Law) with respect to such receipt of the Unvested Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Consideration.

Company RSUs. (i) Each Except as set forth in Section 2.8 of the Company RSU granted under Disclosure Letter, at the Company’s 2009 Incentive Award Plan Effective Time each award of Company RSUs that (A) is vested and outstanding as of immediately prior to the Effective Time will cease or (B) pursuant to represent a right to acquire Company Shares and will be converted its terms as in effect as of the date hereof, would become vested as of the Effective Time (in each case, with any performance conditions applicable to such award of Company RSUs determined in accordance with the applicable award agreement relating thereto as of immediately prior to the Effective Time), will automatically, without any action on the part of the holder thereof, be cancelled and converted into restricted stock units (each a “Converted RSU”) covering a number of validly issuedthe right to receive an amount in cash, fully paid without interest thereon and nonassessable Parent Common Shares subject to applicable withholding Taxes, equal to the product of (Ax) the Per Share Price and (y) the total number of shares of Company Shares Common Stock subject to such award of Company RSUs as of immediately prior to the Effective Time (the “Cash-Out RSU multiplied by Consideration,” and together with the Cash-Out Option Consideration, the “Cash-Out Equity Award Consideration”). (ii) Except as set forth in Section 2.8 of the Company Disclosure Letter, at the Effective Time, each award of Company RSUs that (A) was granted prior to the date hereof and (B) is outstanding and unvested as of the Exchange RatioEffective Time shall, rounded down by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and converted into the contractual right to receive a payment in an amount in cash (without interest and subject to applicable withholding Taxes) equal to the nearest whole share. Each product of (x) the Per Share Price and (y) the total number of shares of Company Common Stock subject to such award of Company RSUs as of immediately prior to the Effective Time (each, a “Converted RSU Cash Award”). Except as otherwise provided in this Section 2.8(c)(ii), each Converted RSU Cash Award shall otherwise have substantially be subject to the same terms and conditions (including continuing time-based vesting terms, if anyconditions) as applied to the corresponding Company RSU. The award of Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, and will become payable to the holder thereof in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated accordance with the Merger)original vesting schedule applicable to the corresponding Company RSU; provided, whether or not then vestedthat each Converted RSU Cash Award shall provide that the unvested portion, shall if any, of such Converted RSU Cash Award will immediately vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case payable upon a termination of the 2007 Employees Equity Plan, on holder’s employment or services by the occurrence Surviving Corporation or any of such Change-of-Control), and, its Subsidiaries without “Cause” or a resignation by the holder for “Good Reason” (each as defined in exchange therefor, Parent or Section 6.10(d) of the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable Disclosure Letter) that occurs within the twelve (12) month period following the Effective Time. (iii) At the Effective Time, an amount in cash each award of Company RSUs that is (without interest, and less any amount withheld A) granted on or after the date hereof (to the extent expressly permitted pursuant to Section 3.055.2(g)) and (B) outstanding and unvested as of the Effective Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and converted into an Ultimate Parent restricted stock unit award (each, an “Assumed RSU Award”) on the same terms and conditions (including applicable vesting and expiration provisions) as applied to each such award of Company RSUs immediately prior to the Effective Time, except that each Assumed RSU Award shall cover that number of whole shares of Ultimate Parent Common Stock equal to the product of (A) the Merger Consideration multiplied by (Bx) the number of shares of Company Shares subject Common Stock underlying such award of Company RSUs immediately prior to such cancelled Company RSU. For the avoidance Effective Time multiplied by (y) the Equity Award Exchange Ratio, with the result rounded down to the nearest whole number of doubt, in no event shall a holder shares of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Ultimate Parent Common Stock.

Company RSUs. (i) Each At the Effective Time, each restricted stock unit entitling the holder thereof to Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding immediately prior Shares or cash equal to the Effective Time will cease to represent a right to acquire value of Company Shares with only time-based vesting requirements (each, a “Company RSU”) that is outstanding and will be converted unvested as of the Effective Time into restricted stock units (after application of any vesting acceleration provisions set forth in the terms of such Company RSU) (each a such Company RSU, an “Converted Unvested Company RSU”) covering shall, automatically and without any action on the part of the holder thereof, be converted into a number of validly issued, fully paid and nonassessable restricted stock unit denominated in Parent Common Shares entitling the holder thereof to solely cash equal to the product value of the number of Parent Shares (Arounded up to the nearest whole number) equal to (i) the number of Company Shares subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (Bii) the Equity Award Exchange Ratio. Except as specifically provided above, rounded down following the Effective Time, each such restricted stock unit shall continue to the nearest whole share. Each Converted RSU shall otherwise have be governed by substantially the same terms and conditions (including continuing vesting terms, if anythe terms set forth on Section 4.5 of the Company Disclosure Letter) as the corresponding were applicable to such Unvested Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except RSU immediately prior to the extent expressly so provided in Effective Time. At the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Effective Time, each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding and vested as of the Effective Time (taking into account the application of any vesting acceleration provisions set forth in the terms of such Company RSU), shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into only the right to receive an amount solely in cash equal to the Equity Award Cash-Out Consideration, and an amount solely in cash equal to any accumulated and unpaid dividend equivalents, in each case, with respect to each Company Share subject to such Company RSU immediately prior to the Effective Time (or, without interest and less applicable withholdings in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated accordance with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at Section 4.6) as soon as reasonably practicable after the Effective Time (or, but in no event later than the case end of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable first regular payroll period commencing following the Effective Time); provided that, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to any Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid or settled as soon as reasonably practicable after the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such Company RSU payment or settlement shall be made at the earliest time permitted under both this the terms of such award that will not trigger a Tax or penalty under Section 3.02(b)(ii) and Section 3.01(b)409A of the Code.

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding as of immediately prior to the Effective Time that is vested (including after giving effect to any acceleration of vesting to which such Company RSU is entitled as of immediately prior to the Effective Time as contemplated by Section 2.8 of the Company Disclosure Letter) will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will cease to represent become a right to acquire receive the Merger Consideration, subject to Section 2.7(c) with respect to fractional shares. Parent shall deliver the Merger Consideration to the holders of such Company Shares and will be converted RSUs as soon as practicable following the Closing Date, but in any event no later than three (3) Business Days following the Closing Date. (ii) At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time that is unvested will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into restricted stock units (each a “Converted RSU”) covering a Parent RSU award with respect to the number of validly issued, fully paid and nonassessable shares of Parent Class A Common Shares Stock that is equal to the product of (A) the number of shares of Company Shares Common Stock subject to such unvested Company RSU as of immediately prior to the Effective Time multiplied by (B) the Exchange RatioMerger Consideration, rounded down to the nearest whole share. Each Converted , which such Parent RSU award shall otherwise have substantially be subject to the same vesting terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except applicable to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding to which it relates as of immediately prior to the Effective Time (orTime, including any applicable vesting acceleration provisions in connection with such holder’s termination of employment or service but otherwise shall be subject to the case terms and conditions of the 2007 Employees Equity Parent Stock Plan. On the Closing Date, the occurrence of the Change-of-Control associated Parent shall file with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at SEC a registration statement on Form S-8 registering the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)RSUs.

Company RSUs. All outstanding Company RSUs (whether vested or unvested) shall be assumed by the Purchaser and converted into restricted share units for shares of Purchaser Class A Common Stock (the “Assumed RSUs”) to be issued under the Incentive Plan. The Assumed RSUs will continue to be subject to the conditions substantially the same as the terms and conditions set forth in the Company Equity Plan. Each holder of Assumed RSUs shall: (i) Each Company RSU granted under have the Company’s 2009 Incentive Award Plan outstanding immediately prior to the Effective Time will cease to represent a right to acquire Company Shares and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering settled in a number of validly issued, fully paid and nonassessable Parent shares of Purchaser Class A Common Shares Stock equal to the product of (A) the number of shares of Company Shares subject to such Common Stock underlying the Company RSU award immediately prior to the First Effective Time, multiplied by (B) the Exchange Conversion Ratio; and (ii) be subject to the same vesting schedule as the applicable Company RSUs; provided that no fractional shares of Purchaser Class A Common Stock will be issued by virtue of the First Merger or the transactions contemplated hereby, and each holder of Assumed RSUs that would otherwise be so entitled to a fraction of a share of Purchaser Class A Common Stock (after aggregating all fractional shares of Purchaser Class A Common Stock that otherwise would be received by such holder of Assumed RSUs upon settlement of such Assumed RSUs) shall instead be entitled to receive such number of shares of Purchaser Class A Common Stock to which such holder of Assumed RSUs would otherwise be entitled, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSUnumber. The Company RSUs Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so converted will not vest long as a consequence any of the Merger except to Assumed RSUs remain outstanding, a sufficient number of shares of Purchaser Class A Common Stock for the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in the case settlement of the 2007 Employees Equity PlanAssumed RSUs. From and after the Closing, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of not issue any such cancelled new awards under the Company RSU, as soon as practicable following Equity Plan. At the First Effective Time, an amount each holder of Company RSUs shall cease to have any other rights in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) Company or the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Surviving Corporation.

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is held by an Employee and that is outstanding immediately prior to the Effective Time will cease to represent a right to acquire Company Shares and will be converted except as set forth on Section 1.6(g)(i) of the Effective Time into restricted stock units Company Disclosure Letter (each a each, an “Converted Employee RSU”) covering shall be assumed by Guarantor and converted into a restricted stock unit (each, an “Adjusted Employee RSU”) with the same terms and conditions (including with respect to the remaining term and vesting schedule) as were applicable to such Employee RSU immediately prior to the Effective Time, and relating to a number of validly issued, fully paid and nonassessable Parent Common Guarantor Ordinary Shares equal to the product of (Ai) the total number of shares of Company Shares Common Stock subject to such Company Employee RSU immediately prior to the Effective Time, multiplied by (Bii) the Exchange Equity Award Conversion Ratio, with any fractional shares rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence number of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vestshares. (ii) Each At the Effective Time, each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is not an Employee RSU and that is outstanding immediately prior to the Effective Time (oreach, in the case of the 2007 Employees Equity Plan, the occurrence of the Changea “Non-of-Control associated with the Merger), whether or not then vested, Employee RSU”) shall vest and automatically become nonforfeitable fully vested and shall be cancelled at and converted into the Effective Time (orright to receive a cash payment, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (Ai) the Merger Consideration multiplied by (Bii) the number of shares of Company Shares Common Stock subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU (the “Non-Employee RSU Consideration”). The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay through the payroll of the Surviving Corporation (to the extent applicable) to each holder of a Non-Employee RSU the Non-Employee RSU Consideration, less any required withholding Taxes, within two (2) Business Days following the Effective Time; provided, that to the extent payment within such time or on such date would trigger a Tax or penalty under both this Section 3.02(b)(ii) and Section 3.01(b)409A of the Code, such payments shall be made on the earliest date that payment would not trigger such Tax or penalty.

Company RSUs. (i) Each At the Effective Time, except as otherwise agreed in writing between Parent and any individual holder of an outstanding Company RSU, each Company RSU granted (other than a Director RSU) under the CompanyStock Plans that is or will become vested at the Effective Time in accordance with its terms shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Company RSU to receive (without interest), as soon as practicable after the Effective Time through the Surviving Corporation’s 2009 Incentive Award Plan outstanding payroll, an amount in cash equal to (x) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (y) the Merger Consideration, less applicable Taxes required to be withheld with respect to such payment; provided, that, with respect to any such Company RSU that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the applicable Stock Plan and award agreement that will cease to represent not trigger a right to acquire Tax or penalty under Section 409A of the Code. (ii) At the Effective Time, except as otherwise agreed in writing between Parent and any individual holder of a Company Shares RSU, each outstanding Company RSU (other than a Director RSU) under the Stock Plans that is not and will not become vested at the Effective Time in accordance with its terms shall be assumed by Parent and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except applicable to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, including any accelerated vesting upon qualifying terminations of employment as set forth in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Mergerapplicable Stock Plan or applicable award agreement), whether or not then vested, shall vest and become nonforfeitable and except that such Company RSU shall be cancelled at in respect of a number of Parent Common Shares that is equal to (x) the Effective Time (or, in the case number of the 2007 Employees Equity Plan, on the occurrence shares of Company Common Stock underlying such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay RSU immediately prior to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (By) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Exchange Ratio.

Company RSUs. (i) Each Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding At or immediately prior to the Effective Time will cease to represent Time, each Company RSU (that is not a right to acquire Company Shares Director RSU) held by a Company Employee whose position is at or above the level “Director” of the Company or its Subsidiaries shall be cancelled and will be converted exchanged as of the Effective Time into restricted stock units (each a “Converted RSU”) covering Closing for a number of validly issuedrestricted stock units, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except were applicable to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (orincluding, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For for the avoidance of doubt, in no event shall a holder of a cancelled all “double-trigger” vesting conditions pursuant to the applicable underlying award agreement for such Company RSU be entitled to payment and, if applicable, the Company Executive Change in Control Severance Plan, including clause (d) of Annex B thereof, which will have the effect as set forth in Section 2.04(b) of the Disclosure Schedule), with respect to a number of the shares of Parent Stock equal to the number of shares of Company Stock underlying such award multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis). At or immediately prior to the Effective Time, each Company RSU (that is not a Company Director RSU) held by other participants (which, for purposes of this ‎Section 2.04, will be deemed to include each Company Serbia Phantom Award, without regard to such participant’s level), shall be cancelled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in restricted cash equal to (i) the Merger Consideration, multiplied by (ii) the number of shares of Company Stock subject to such award of Company RSUs, subject to the same terms and conditions as were applicable to such Company RSU under both this immediately prior to the Effective Time (including, for the avoidance of doubt, all “double-trigger” vesting conditions pursuant to the applicable underlying award agreement for such Company RSU, which will have the effect as set forth in Section 3.02(b)(ii2.04(b) of the Disclosure Schedule). Parent shall cause the Surviving Corporation to pay such amount, through its payroll system or through its standard payment practices and Section 3.01(b)subject to ‎Section 2.07, to the holder of the applicable Company RSU upon such restricted cash (or portion thereof) becoming vested.

Company RSUs. (i) Each Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding immediately prior to At the Effective Time will cease to represent a right to acquire Time, each Company Shares and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company Double-Trigger RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding as of immediately prior to the Effective Time (orincluding those held by Former Service Providers) other than the Company Double-Trigger RSUs held by a Non-Continuing Employee shall, in the case as of the 2007 Employees Equity PlanEffective Time, automatically, without any action on the part of any Party or the holder thereof, be canceled by virtue of the Merger and converted into the right (a “Converted RSU”, and, together with the Converted Restricted Stock, the occurrence “Converted Equity Awards”) to receive from the Surviving Corporation, upon vesting and settlement of such Converted RSU, a lump-sum amount in cash, without interest, equal to the Merger Consideration. Each such Converted RSU shall remain subject to the same terms and conditions (including, as applicable, vesting (including any performance-based conditions) and forfeiture terms) as were applicable to the corresponding Company Double-Trigger RSU immediately prior to the Effective Time (except for administrative changes that are not adverse to the holder of the ChangeCompany Double-ofTrigger RSU). (ii) At the Effective Time, each Company Single-Control associated with Trigger RSU that is outstanding (including those held by Former Service Providers) and each Company Double-Trigger RSU held by a Non-Continuing Employee, as of immediately prior to the Merger), whether or not then vested, Effective Time shall vest and become nonforfeitable fully vested as of the Effective Time and shall be cancelled at as of the Effective Time (orand converted into the right to receive, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following immediately after the Effective Time, an amount in cash (cash, without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (Bthe “Cash-Out RSUs” and, together with the Cash-Out Restricted Stock, the “Cash-Out Equity Awards”), payable in accordance with Section 2.4(e). (iii) At the number of Effective Time, all Company Shares subject RSUs shall no longer be outstanding and shall automatically terminate and cease to such cancelled Company RSU. For the avoidance of doubtexist, in no event shall a and each holder of a cancelled Company RSU be entitled RSUs shall cease to payment have any rights with respect thereto, except the right to such Company RSU under both receive the payment pursuant to clause (i) or (ii) of this Section 3.02(b)(ii) and Section 3.01(b2.4(c).

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is outstanding as of immediately prior to the Effective Time will cease to represent and either is (A) held by a right to acquire non-employee member of the Company Shares and will be converted Board or (B) vested in accordance with its terms as of the Effective Time into restricted stock units (each each, a “Converted Vested Company RSU”) covering a number shall, automatically and without any required action on the part of validly issuedthe holder thereof, fully paid be cancelled and nonassessable Parent Common Shares converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (Ax) the total number of shares of Company Shares Common Stock underlying such Company RSU, by (y) the Merger Consideration (the “Vested Company RSU Consideration”), subject to Section 2.5. (ii) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and not a Vested Company RSU shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSU multiplied RSU, by (By) the Exchange RatioMerger Consideration (such aggregate amount, rounded down the “Unvested Company RSU Consideration”), subject to Section 2.5. Such Unvested Company RSU Consideration amounts will vest and become payable at the nearest whole share. Each Converted same time as the Company RSU from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise have substantially remain subject to the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except were applicable to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each underlying Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the case reasonable and good faith determination of Parent are appropriate to conform the administration of the 2007 Employees Equity PlanUnvested Company RSU Consideration amounts, provided that no such changes shall materially impair the occurrence rights of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former applicable holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Unvested Company RSU be entitled to payment Consideration) with respect to such their receipt of the Unvested Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Consideration.

Company RSUs. (i) Each No Company RSUs shall be assumed, substituted or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is outstanding as of immediately prior to the Effective Time will cease to represent a shall, by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Company RSU, be cancelled and converted automatically into the right to acquire receive, upon the delivery of duly executed applicable Exchange Documentation in the manner set forth in Section 2.3(a), with respect to each share of Company Shares and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering a number of validly issuedCommon Stock subject thereto, fully paid and nonassessable Parent Common Shares equal to the product of (A) at the number Closing, an amount in cash, without interest, in respect of each share of Company Shares Common Stock subject to such Company RSU multiplied by RSU, equal to the Per Share Cash-Out Amount, (B) the Exchange Ratiocontingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (C) the contingent right to receive cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Company RSU to such holder (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (D) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (E) the right to receive the Per Share Contingent Consideration Amount in respect of such share of Company Common Stock subject to such Company RSU, without interest, solely upon the occurrence of the Earnout Event (if any) and (F) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. Such payment in respect of any such Company RSUs that are Employee RSUs shall be made to the holders thereof through the payroll processing system of Parent or an Acquired Company in accordance with standard payroll practices net of applicable Tax withholding and deductions, and such payment in respect of any such Company RSUs that are Non-Employee RSUs shall be paid to the Paying Agent for further payment to such holders of such Non-Employee RSUs; provided that, as a condition to payment of any amount owed to the holders of Non-Employee RSUs, each holder of Non-Employee RSUs must have first delivered to the Paying Agent or Parent, as applicable, a properly completed Letter of Transmittal, RSU Surrender Agreement and a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8, if applicable. For purposes of calculating the aggregate amount of consideration payable in respect of each Company RSU pursuant to this Section 2.1(b)(iv), (1) all shares of Company Common Stock issuable in respect of the Company RSUs held by each such holder shall be aggregated and (2) the amount of cash to be paid to each such holder shall be rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vestcent. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b).

Company RSUs. Immediately prior to the Effective Date, (iA) Each each then-outstanding award for restricted stock units with respect to Company RSU Shares that vests solely based on the passage of time (each, a “Company RSU”) granted under any Company Share Plan prior to calendar year 2021, whether or not vested, that either vests and is paid out (except as required under Section 409A of the Company’s 2009 Incentive Award Plan outstanding Code) immediately prior to the Effective Time will cease to represent Date in accordance with its terms as in effect on the date of this Agreement or is held by a right to acquire Company Shares and will be converted as director of the Effective Time into restricted stock units Company (each each, a “Converted Cash-Out Company RSU”) covering a number of validly issuedshall, fully paid automatically and nonassessable Parent Common Shares equal to without any action on the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence part of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (orholder thereof, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at and converted into the Effective Time (orright to receive, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or and the Company shall pay to each former holder of any such cancelled award of Cash-Out Company RSU, as soon as practicable following the Effective Time, RSUs an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (Ai) the Merger Consideration multiplied by and (Bii) the number of Company Shares subject to such cancelled Cash-Out Company RSU award, payable (without any crediting of interest for the period from the Effective Date through the date of payment) as soon as reasonably practicable (but no later than the first payroll date) after the Effective Date (or at such later date as required under Section 409A of the Code) and (B) each then-outstanding Company RSU granted under any Company Share Plan, whether or not vested, that is not a Cash-Out Company RSU. For , including, for the avoidance of doubt, in no event shall a holder of a cancelled each then-outstanding Company RSU that was granted in calendar year 2021 (the “2021 Company RSU”) (each, a “Rollover Company RSU”) shall, automatically and without any action on the part of the holder thereof, be entitled to payment assumed by BidCo and converted into, on substantially the same terms and conditions as were applicable under such Rollover Company RSU award, an award for restricted stock units with respect to a number of shares of BidCo Common Stock (rounded up to the nearest whole number of shares) equal to the product of (i) the number of Company Shares subject to such Rollover Company RSU under both this award and (ii) the Equity Award Exchange Ratio (each, a “BidCo RSU”). From and after the Effective Date, each such BidCo RSU award shall be eligible to continue to vest on each date that the applicable Rollover Company RSU award would have otherwise vested in accordance with its terms but only if such conditions to vesting are satisfied prior to each such vesting date; provided, that if the employment or service of the grantee of such BidCo RSU award is terminated prior to any vesting date either (i) by BidCo or one of its Affiliates without Cause or as a result of death or Disability (each as defined in the award agreement pursuant to which the applicable Rollover Company RSU award was granted, which definitions, for purposes of the 2021 Company RSU awards, shall be the same as the definitions in the Company RSU award agreements evidencing the grants made in calendar year 2020) or (ii) by the grantee for Good Reason (as defined in Section 3.02(b)(ii) 9.5, if applicable), then, in each case, the BidCo RSU award shall fully vest as of the date of such termination of employment or service and Section 3.01(b)be settled in accordance with its terms.

Company RSUs. (i1) Each Company RSU granted under the Company’s 2009 Incentive Award Plan that is unvested and outstanding immediately prior to the Effective Time will cease to represent a right to acquire Company Shares and will shall be converted into a performance right (each, an “Adjusted RSU”) with the same terms and conditions (subject to any changes required by Australian Law, including the ASX Listing Rules) as of were applicable to such Company RSU immediately prior to the Effective Time into restricted stock units (each a “Converted RSU”including service-based vesting and double-trigger vesting and all other provisions set forth under the applicable award agreements and Company Stock Plans) covering a and relating to the number of validly issued, fully paid and nonassessable Parent Common Ordinary Shares equal to the product of (A) the number of Company Shares subject to such Company RSU immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, except that Parent may settle each Adjusted RSU in its discretion through an issuance of new Parent Ordinary Shares, a transfer of existing Parent Ordinary Shares from any Parent employee share trust (or similar arrangement) and/or by allocating in the name of the relevant Person Parent Ordinary Shares held by any Parent employee share trust (or similar arrangement). Any accrued but unpaid dividend equivalents in connection with any Company RSU will be assumed and become an obligation in connection with the applicable Adjusted RSU. Notwithstanding anything to the contrary set forth in this Agreement, the maximum number of Adjusted RSUs shall not exceed 6,184,811 (settleable into a maximum of 6,184,811 Parent Ordinary Shares). (2) Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except , to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement vested and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding as of immediately prior to the Effective Time (orTime, shall, without any action on the part of Parent, the Company or of the holder thereof, be cancelled, with the holder of such Company RSU becoming entitled to receive, in the case full satisfaction of the 2007 Employees Equity Planrights of such holder with respect thereto, the occurrence Merger Consideration in the form of Parent ADR Election Consideration or Parent Ordinary Share Election Consideration (as determined at the discretion of the Change-of-Control associated with Company so long as the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence Company provides prior written notice of such Change-of-Control), and, determination to Parent) in exchange therefor, Parent or respect of each Company Share subject to the Company shall pay RSU immediately prior to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, ; provided that any holder of such vested Company RSU that is an amount in cash (without interest, and less any amount withheld pursuant Australian Stockholder shall only be entitled to Section 3.05) equal to the product of (A) receive the Merger Consideration multiplied by (B) in the number form of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Parent Ordinary Share Election Consideration.

Company RSUs. (i) Each At the Effective Time, each outstanding Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding immediately prior to the Effective Time will cease to represent a Time, whether or not vested, shall be canceled in exchange for the right to acquire Company Shares and will be converted as of receive a lump sum cash payment (without interest) (to the Effective Time into restricted stock units (each a “Converted RSU”extent such payment does not trigger Taxes under Code Section 409A) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (Ai) the Merger Consideration and (ii) the number of Company Shares subject to such Company RSU multiplied by RSUs (B) the Exchange Ratio“RSUs Consideration”), rounded down less applicable Taxes required to be withheld with respect to such payment, and paid in accordance with the nearest whole share. Each Converted RSU shall otherwise have substantially the same applicable terms and conditions (including continuing vesting termsof such Company RSU and Code Section 409A. From and after the Effective Time, if any) as the corresponding Company RSU. The all Company RSUs so converted will not vest as shall no longer be outstanding and shall automatically cease to exist, and each holder of a consequence of Company RSU shall cease to have any rights with respect thereto or arising therefrom, except the Merger except right to receive the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vestConsideration payable hereunder. (ii) Each With respect to Company RSU granted under RSUs that are outstanding but unvested immediately prior to cancellation of such unvested Company RSUs at the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time Time, be accelerated, such that all outstanding Company RSUs at such time shall become vested. (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay iii) Prior to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash the Company shall adopt resolutions and use reasonable best efforts to take other actions that are necessary under the Company Stock Plans and/or award agreements (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product including providing Company RSUs Holders with notice of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment their rights with respect to any such Company RSU under both RSUs as provided herein and/or seeking such Company RSUs Holders’ consents, in each case to the extent required by the terms of the applicable Company Stock Plans or award agreements) to effectuate the provisions of this Section 3.02(b)(ii) and Section 3.01(b‎Section 2.7(d). (iv) The amount of cash each Company RSUs Holder is entitled to receive for the Company RSUs held by such holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company RSUs held by such holder.

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is outstanding as of immediately prior to the Effective Time will cease to represent and either (A) held by a right to acquire non-employee member of the Company Shares and will be converted Board (whether vested or unvested) or (B) vested in accordance with its terms as of the Effective Time into restricted stock units (each each, a “Converted Vested Company RSU”) covering a number shall, automatically and without any required action on the part of validly issuedthe holder thereof, fully paid be cancelled and nonassessable Parent Common Shares converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (Ax) the total number of shares of Company Shares Common Stock underlying such Company RSU, by (y) the Merger Consideration, subject to such any required withholding of Taxes (the “Vested Company RSU multiplied Consideration”). (ii) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and not a Vested Company RSU (each, an “Unvested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Unvested Company RSU, by (By) the Exchange Ratio, rounded down Merger Consideration (the “Unvested Company RSU Consideration”). Subject to the nearest whole share. Each Converted holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates (but without limitation to any rights that the holder may have under any agreement with the Company in effect on the date hereof), such Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Company RSU from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise have substantially remain subject to the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except were applicable to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each underlying Unvested Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the case reasonable and good faith determination of Parent are appropriate to conform the administration of the 2007 Employees Equity Plan, Unvested Company RSU Consideration amounts; provided that no such changes shall impair the occurrence rights of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former applicable holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Unvested Company RSU be entitled to payment Consideration) with respect to such their receipt of the Unvested Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Consideration.

Company RSUs. By virtue of the Merger and without any action of any Party or any other Person, (i) Each as of immediately prior to the Effective Time, each Company RSU granted under (or portion thereof) described on Schedule 1.10(e) (each, a “Scheduled Company RSU”) that is then outstanding shall immediately vest in full, and the Company’s 2009 Incentive Award Plan number of shares of Company Common Stock resulting from the vesting of such Scheduled Company RSU shall be treated as issued and outstanding as of immediately prior to the Effective Time will cease to represent a right to acquire Company Shares for purposes of this Agreement, and will be converted as of (ii) at the Effective Time Time, each Company RSU that is then outstanding and unvested shall automatically be canceled and converted into an award under the Purchaser Equity Incentive Plan with respect to a number of restricted stock units to be settled in Purchaser Common Stock (each each, a “Converted Rollover RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product (rounded up to the nearest whole number) of (Ai) the number of shares of Company Shares Common Stock subject to such Company RSU immediately prior to the Effective Time, multiplied by (Bii) the Exchange Ratio, rounded down . Subject to the nearest whole share. Each Converted immediately preceding sentence, each Rollover RSU shall otherwise have substantially be subject to the same terms and conditions (including continuing vesting termsapplicable vesting, if anyexpiration, and forfeiture provisions) as that applied to the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time Time, except for (or, in the case A) terms rendered inoperative by reason of the 2007 Employees Equity Plan, transaction contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the occurrence number of underlying shares of Company Common Stock that could become issuable in respect of the ChangeCompany RSU, solely with respect to any Company RSU exchanged for a Rollover RSU as contemplated by this Section 1.10(e)) and (B) such other immaterial administrative or ministerial changes as the Post-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at Closing Purchaser Board following the Effective Time (or, or any committee thereof) may determine in good faith are appropriate to effectuate the case administration of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Rollover RSUs.

Company RSUs. Immediately prior to the Effective Date, (iA) Each each then-outstanding award for restricted stock units with respect to Company RSU Shares that vests solely based on the passage of time (each, a "Company RSU") granted under any Company Share Plan prior to calendar year 2021, whether or not vested, that either vests and is paid out (except as required under Section 409A of the Company’s 2009 Incentive Award Plan outstanding Code) immediately prior to the Effective Time will cease to represent Date in accordance with its terms as in effect on the date of this Agreement or is held by a director of the Company (each, a "Cash-Out Company RSU") shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to acquire Company Shares receive, and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled award of Cash-Out Company RSU, as soon as practicable following the Effective Time, RSUs an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (Ai) the Merger Consideration multiplied by and (Bii) the number of Company Shares subject to such cancelled Cash-Out Company RSU award, payable (without any crediting of interest for the period from the Effective Date through the date of payment) as soon as reasonably practicable (but no later than the first payroll date) after the Effective Date (or at such later date as required under Section 409A of the Code) and (B) each then-outstanding Company RSU granted under any Company Share Plan, whether or not vested, that is not a Cash-Out Company RSU. For , including, for the avoidance of doubt, in no event shall a holder of a cancelled each then-outstanding Company RSU that was granted in calendar year 2021 (the "2021 Company RSU") (each, a "Rollover Company RSU") shall, automatically and without any action on the part of the holder thereof, be entitled to payment assumed by BidCo and converted into, on substantially the same terms and conditions as were applicable under such Rollover Company RSU award, an award for restricted stock units with respect to a number of shares of BidCo Common Stock (rounded up to the nearest whole number of shares) equal to the product of (i) the number of Company Shares subject to such Rollover Company RSU under both this award and (ii) the Equity Award Exchange Ratio (each, a "BidCo RSU"). From and after the Effective Date, each such BidCo RSU award shall be eligible to continue to vest on each date that the applicable Rollover Company RSU award would have otherwise vested in accordance with its terms but only if such conditions to vesting are satisfied prior to each such vesting date; provided, that if the employment or service of the grantee of such BidCo RSU award is terminated prior to any vesting date either (i) by BidCo or one of its Affiliates without Cause or as a result of death or Disability (each as defined in the award agreement pursuant to which the applicable Rollover Company RSU award was granted, which definitions, for purposes of the 2021 Company RSU awards, shall be the same as the definitions in the Company RSU award agreements evidencing the grants made in calendar year 2020) or (ii) by the grantee for Good Reason (as defined in Section 3.02(b)(ii) 9.5, if applicable), then, in each case, the BidCo RSU award shall fully vest as of the date of such termination of employment or service and Section 3.01(b)be settled in accordance with its terms.

Company RSUs. (iSubject to the exceptions set forth in Items 2 and 3 of Section 5.2(d) Each of the Company Disclosure Letter, each Company RSU granted under the Company’s 2009 Incentive Award Plan that is outstanding as of immediately prior to the Effective Time and that is then vested or would become vested pursuant to its terms on or before the first anniversary of the Closing Date, will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be converted into and will cease to represent become a right to acquire receive an amount in cash, without interest, equal to (i) the amount of the Merger Consideration; multiplied by (ii) the total number of Company Common Shares and subject to the portion of such Company RSU (the “Company RSU Consideration”) that is then vested or would become vested pursuant to its terms on or before the first anniversary of the closing date, subject to withholding for all required Taxes pursuant to Section 2.12. Parent will be converted assume all other Company RSUs (the “Assumed Company RSUs”) that are outstanding as of immediately prior to the Effective Time, and at the Effective Time each such Company RSU will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be converted into restricted stock units (each and will become a “Converted RSU”) covering a number of validly issuedright to receive an amount in cash, fully paid and nonassessable Parent Common Shares without interest, equal to the product of Company RSU Consideration, which shall vest (Aif applicable) and become payable by the number of Surviving Company Shares subject to the holder thereof in accordance with the vesting schedule and terms and conditions applicable to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in including any acceleration provisions applicable to the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest award) and become nonforfeitable and shall will be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay subject to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld withholding for all required Taxes pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU2.12. For the avoidance of doubt, in no event shall a holder at the Effective Time each Company RSU, including the Assumed Company RSUs, will cease to represent the right to receive Company Common Shares and will not represent any right to receive any equity securities of a cancelled Parent, Merger Sub, the Surviving Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)or any of their respective Subsidiaries.

Company RSUs. (i) Each Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding At or immediately prior to the Effective Time will cease to represent Time, each Company RSU (that is not a right to acquire Company Shares Director RSU) held by a Company Employee whose position is at or above the level “Director” of the Company or its Subsidiaries shall be cancelled and will be converted exchanged as of the Effective Time into restricted stock units (each a “Converted RSU”) covering Closing for a number of validly issuedrestricted stock units, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except were applicable to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (orincluding, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Company Shares subject to such cancelled Company RSU. For for the avoidance of doubt, in no event shall a holder of a cancelled all “double-trigger” vesting conditions pursuant to the applicable underlying award agreement for such Company RSU be entitled to payment and, if applicable, the Company Executive Change in Control Severance Plan, including clause (d) of Annex B thereof, which will have the effect as set forth in Section 2.04(b) of the Disclosure Schedule), with respect to a number of the shares of Parent Stock equal to the number of shares of Company Stock underlying such award multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis). At or immediately prior to the Effective Time, each Company RSU (that is not a Company Director RSU) held by other participants (which, for purposes of this Section 2.04, will be deemed to include each Company Serbia Phantom Award, without regard to such participant’s level), shall be cancelled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in restricted cash equal to (i) the Merger Consideration, multiplied by (ii) the number of shares of Company Stock subject to such award of Company RSUs, subject to the same terms and conditions as were applicable to such Company RSU under both this immediately prior to the Effective Time (including, for the avoidance of doubt, all “double-trigger” vesting conditions pursuant to the applicable underlying award agreement for such Company RSU, which will have the effect as set forth in Section 3.02(b)(ii2.04(b) of the Disclosure Schedule). Parent shall cause the Surviving Corporation to pay such amount, through its payroll system or through its standard payment practices and subject to Section 3.01(b)2.07, to the holder of the applicable Company RSU upon such restricted cash (or portion thereof) becoming vested.

Company RSUs. (i) Each Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding Effective as of immediately prior to the Effective Time will cease to represent a right to acquire Company Shares and will be converted as of the Effective Time into restricted stock units (Time, each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Vested Company RSU multiplied by (B) the Exchange Ratioand each Director RSU, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting termsin either case, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time shall, automatically and without any further action by or on behalf of the Company, Parent or the holder thereof, vest and be canceled and converted into the right to receive an amount in cash equal to (orx) the number of Company Class A Common Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) the Merger Consideration (the “Vested Company RSU Consideration”), less any applicable withholding Taxes. (ii) Effective as of immediately prior to the Effective Time, each Unvested Company RSU (for clarity treating all Director RSUs as Vested Company RSUs) that is issued and outstanding as of immediately prior to the Effective Time shall, automatically and by virtue of the Merger, without any further action by or on behalf of the Company, Parent or the holders thereof, be converted into the right to receive: an amount in cash equal to (x) the number of Company Class A Common Shares subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (y) the Merger Consideration (the “Unvested RSU Consideration”). All payments of Unvested RSU Consideration with respect to any Unvested Company RSUs shall: (A) commencing with the last day of the calendar quarter in which the Effective Time occurs, be earned by and become payable to the former holder of the applicable Unvested Company RSU on the last day of the calendar quarter immediately preceding the calendar quarter that includes the date on which the shares underlying the Unvested Company RSU (and corresponding to the applicable payment right) would otherwise have vested in accordance with the terms and conditions applicable to such Unvested Company RSU immediately prior to the Effective Time, subject to the applicable holder’s continued service through such vesting date, provided, however that, notwithstanding the foregoing, in the case of event that the 2007 Employees Equity Plan, applicable former holder is terminated by the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest Surviving Corporation and become nonforfeitable and shall be cancelled at its affiliates (as applicable) without “cause” following the Effective Time (oras determined by the Surviving Corporation) or the former holder resigns for Good Reason (to the extent such holder has an agreement or participates in a Company Plan that provides for severance benefits upon resignation for Good Reason, and as defined in such agreement or Company Plan), then vesting of any then-unpaid Unvested RSU Consideration to which such former holder would have become entitled absent such termination without “cause” or resignation for Good Reason (if applicable) shall, subject to the case holder’s execution of a release of claims in a form prescribed by the Surviving Corporation, accelerate in full upon the effectiveness of such release and be paid to the former holder as soon as practicable following such release effectiveness (and in no event later than the next regularly scheduled payroll run of the 2007 Employees Equity PlanCompany or Surviving Corporation that is at least ten (10) Business Days following such release effectiveness); provided, further, that payment of the Unvested RSU Consideration shall also accelerate upon any other circumstances as set forth in any applicable award agreement, severance agreement or other similar agreement or Company Plan applicable to the holder thereof as in effect on the occurrence of such Change-of-Control)date hereof or as entered into in accordance with Section 6.01(m) if entered into after the date hereof; (B) be paid, andless applicable withholding Taxes, in exchange therefor, Parent the Surviving Corporation or its applicable Subsidiary through the Company shall pay to each former holder of any such cancelled Company RSU, applicable payroll system as soon as practicable following the applicable vesting date identified in the foregoing clause (A) (and in no event later than the next regularly scheduled payroll run of the Company or Surviving Corporation that is at least ten (10) Business Days following such vesting date); and (C) be forfeited by the applicable former holder and extinguished without payment of any consideration therefor upon such holder’s termination of employment with the Surviving Corporation and its Subsidiaries (as applicable) for any reason prior to the applicable vesting date identified in the foregoing clause (A). (iii) From and after the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number holders of Company Shares subject RSUs shall cease to such cancelled Company RSU. For have any rights with respect thereto, other than the avoidance of doubt, in no event shall a holder of a cancelled right to receive the Vested Company RSU be entitled to payment Consideration or the Unvested RSU Consideration (in each case, if any) in accordance with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b2.05(b).

Company RSUs. (i) Each At the Effective Time, each award of restricted stock units with respect to shares of Company RSU Common Stock granted under pursuant to the Company’s 2009 Incentive Award Stock Plan (each, a “Company RSU”) that is outstanding and unsettled immediately prior to the Effective Time will cease shall automatically, without any action on the part of the holder thereof, be assumed by Parent and converted into an award of restricted stock units with respect to represent a right number of shares of Parent Class A Common Stock equal to acquire (A) the product of (1) the number of shares of Company Shares and will be converted as of Common Stock underlying such Company RSU immediately prior to the Effective Time into restricted stock units multiplied by (each 2) the Per Share Exchange Amount (rounded down to the nearest whole number of shares of Parent Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) plus (B) the product of (1) the number of shares of Company Common Stock underlying such Company RSU immediately prior to the Effective Time multiplied by (2) the Earn Out Exchange Amount (rounded down to the nearest whole number of shares of Parent Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) (after such conversion, the “Rollover RSUs”, with such portion of the RSU set forth in the preceding clause (B) being designated as a “Converted Parent Earn Out RSU”” for all purposes herein). (ii) covering In addition, as soon as reasonably practicable following the Effective Time, each holder of Company RSUs shall receive for each of his or her respective Company RSUs, a number of validly issued, fully paid and nonassessable Parent Common Shares Warrant RSUs equal to the product of (A1) the number of shares of Company Shares subject to Common Stock underlying such Company RSU immediately prior to the Effective Time, multiplied by (B2) the Warrant Exchange Ratio, Amount (rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting termsnumber of shares of Parent Class A Common Stock, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor with no cash being payable for any committee thereof will take any discretionary action to cause fractional share eliminated by such Company RSUs to vest. (ii) Each Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Mergerrounding), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B3) the number of Company Shares subject to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled Company RSU be entitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)Closing Warrant Value Amount.

Company RSUs. (i) Each At the Effective Time, each outstanding Company RSU granted under the Company’s 2009 Incentive Award Plan outstanding immediately prior RSU, to the Effective Time will cease to represent a extent vested, shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into only the right to acquire Company Shares receive (without interest), subject to the terms and will be converted as conditions of the Effective Time into restricted stock units this Section 2.9(b), an amount in cash (each a “Converted RSU”) covering a number of validly issuedless applicable Tax withholdings), fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by Offer Price, and (B) the Exchange Ratio, rounded down to the nearest whole share. Each Converted RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding number of Shares underlying such Company RSU. The Company RSUs so converted will not vest as a consequence payment, if any, contemplated by this Section 2.9(b) in cancellation and settlement of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vest. (ii) Each each outstanding Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding immediately prior to vested as of the Effective Time (or, giving effect to any acceleration of vesting in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated connection with the Merger), whether or not then vested, shall vest and become nonforfeitable and Merger that is contemplated by such outstanding Company RSU) shall be cancelled at payable in a lump sum through the Company’s payroll system or by check or other method as determined by Parent as soon as reasonably practicable after the Effective Time (or, in but no later than the case earlier of the 2007 Employees Equity Plansecond payroll period after the Effective Time or December 31 of the year during which Effective Time occurs). At the Effective Time, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled outstanding Company RSU, as soon as practicable following to the Effective Timeextent unvested (after giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company RSU), shall, automatically and without any required action on the part of the holder thereof, be converted into a substitute right or award to receive (without interest), subject to the terms and conditions of this Section 2.9(b), an amount in cash (without interestless applicable Tax withholdings), and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by Offer Price, and (B) the number of Company Shares subject to underlying such cancelled Company RSU. For the avoidance of doubtThe payment, in no event shall a holder of a cancelled Company RSU be entitled to payment if any, contemplated by this Section 2.9(b) with respect to such substitute right or award with respect to each outstanding Company RSU to the extent unvested as of the Effective Time (after giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company RSU) shall be payable (without any crediting of interest for the period from the Effective Time through the date of payment) in a lump sum through the Company’s payroll system or by check or other method as determined by Parent no less frequently than on a semi-annual basis on or after the date that such Company RSU would have otherwise vested in accordance with its terms (and in any event not later than the earlier of (1) December 31st of the year during which such vesting date occurs or (2) the date of termination for any such employee) but only if such conditions to vesting are satisfied prior to such vesting date; provided, that if the employment or service of such grantee of such Company RSU is terminated by the Surviving Corporation and its affiliates prior to such vesting date under both this Section 3.02(b)(ii) and Section 3.01(b)conditions that would have accelerated the vesting of such Company RSU had it remained outstanding, then such vesting shall be accelerated as of the date of such termination of employment or service.

Company RSUs. (i) Each At the Effective Time, each Company RSU granted under that is outstanding and vested at the Company’s 2009 Incentive Award Plan outstanding Effective Time (but not yet settled) or that vests as a result of the consummation of transactions contemplated by this Agreement (each, a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount (without interest) in cash equal in value to (A) the total number of shares of Company Common Stock subject to such Vested Company RSU immediately prior to the Effective Time will cease to represent a right to acquire Company Shares and will be converted as of the Effective Time into restricted stock units (each a “Converted RSU”) covering a number of validly issued, fully paid and nonassessable Parent Common Shares equal to the product of (A) the number of Company Shares subject to such Company RSU multiplied by (B) the Exchange Ratio, rounded down to Per Share Price (the nearest whole share. Each Converted “Vested Company RSU shall otherwise have substantially the same terms and conditions (including continuing vesting terms, if any) as the corresponding Company RSU. The Company RSUs so converted will not vest as a consequence of the Merger except to the extent expressly so provided in the applicable Company Equity Plan or restricted stock unit agreement and neither the Company Board nor any committee thereof will take any discretionary action to cause such Company RSUs to vestConsideration”). (ii) Each At the Effective Time, each outstanding Company RSU granted under the Company’s 2007 Employees Equity Plan or Restricted Stock Plan that is outstanding not a Vested Company RSU (each, an “Unvested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into a Converted Cash Award with respect to an aggregate amount in cash (without interest) equal to (A) the total number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time (or, in the case of the 2007 Employees Equity Plan, the occurrence of the Change-of-Control associated with the Merger), whether or not then vested, shall vest and become nonforfeitable and shall be cancelled at the Effective Time (or, in the case of the 2007 Employees Equity Plan, on the occurrence of such Change-of-Control), and, in exchange therefor, Parent or the Company shall pay to each former holder of any such cancelled Company RSU, as soon as practicable following the Effective Time, an amount in cash (without interest, and less any amount withheld pursuant to Section 3.05) equal to the product of (A) the Merger Consideration multiplied by (B) the number Per Share Price. Except as otherwise provided in this Section 2.8(b)(ii) or as set forth in Section 2.8 of the Company Shares Disclosure Letter, each such Converted Cash Award assumed and converted pursuant to this Section 2.8(b)(ii) will continue to have, and will be subject to, the same vesting terms and conditions as applied to such cancelled Company RSU. For the avoidance of doubt, in no event shall a holder of a cancelled corresponding Unvested Company RSU be entitled immediately prior to payment with respect to such Company RSU under both this Section 3.02(b)(ii) and Section 3.01(b)the Effective Time.