Common use of Company RSUs Clause in Contracts

Company RSUs. The Company shall take all requisite action so that, as of the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share).

Company RSUs. The (i) Each Company shall take all requisite action so that, 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 TimeTime into restricted stock units (each a “Converted RSU”) covering a number of validly issued, each 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 shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest or, in fullthe case of the 2007 Employees Equity Plan, (B) all Company RSUs that vest based on the achievement occurrence of total shareholder return performance goals the Change-of-Control associated with the Merger), whether or not then vested, shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level become nonforfeitable and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive(or, in full satisfaction the case of the rights 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 with respect theretoRSU, as soon as practicable following the Effective Time, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying cash (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to havewithout interest, and shall be subject to, the same terms and conditions as applied less any amount withheld pursuant to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be Section 3.05) equal to the product of (xA) the Shares underlying the applicable Company RSUs Merger Consideration multiplied by (B) the Exchange Ratio (which 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 rounded (xentitled to payment with respect to such Company RSU under both this Section 3.02(b)(ii) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a shareand Section 3.01(b).

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time Time, whether or not vested, shall be treated as follows: canceled in exchange for the right to receive a lump sum cash payment (without interest) (to the extent such payment does not trigger Taxes under Code Section 409A) equal to the product of (i) the Merger Consideration and (Aii) all the number of Company Shares subject to such Company RSUs held by Small Holders will vest in full(the “RSUs Consideration”), (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest less applicable Taxes required to be withheld with respect to such payment, and paid in accordance with the applicable terms set forth in and conditions of such Company RSU and Code Section 409A. From and after the applicable award agreementEffective Time, all Company RSUs shall no longer be outstanding and shall automatically cease to exist, and (C) twenty-five percent (25%) each holder of a Company RSU shall cease to have any rights with respect thereto or arising therefrom, except the Company right to receive the RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder)Consideration payable hereunder. (ii) Each With respect to Company RSU RSUs that vests based on the achievement are outstanding but unvested immediately prior to cancellation of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned such unvested Company RSUs at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company RSUs at such time shall become vested. (iii) Prior to the Effective Time, 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 (including providing Company RSUs Holders with notice of their rights with respect to any such Company RSUs as provided herein and/or seeking such Company RSUs Holders’ consents, in each case to the extent required by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan Plans or any individual award agreement governing such Company RSUagreements) (to effectuate the “Cashed Out Company RSUs”), at the Effective Time and by virtue provisions of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”this Section 2.7(d). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance The amount of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable cash each Company RSUs immediately prior Holder is entitled to receive for the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied held by the Exchange Ratio (which such holder shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)cent and computed after aggregating cash amounts for all Company RSUs held by such holder.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time shall be treated that is vested (including after giving effect to any acceleration of vesting to which such Company RSU is entitled as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted immediately prior to November 2, 2015 (but excluding the Company RSUs scheduled on Effective Time as contemplated by Section 2.10(b)(i) 2.8 of the Company Disclosure SchedulesLetter) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employmentwill, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become a right to receive the Merger Consideration, subject to Section 2.7(c) with respect to fractional shares. Parent shall deliver the Merger Consideration to the holders thereofof such Company RSUs as soon as practicable following the Closing Date, shall be cancelled at 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 the right to receive, in full satisfaction of the rights of the holder of such Company a Parent RSU award with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, number of shares of Parent Class A Common Stock that is equal to the product obtained by multiplying of (iA) the aggregate number of shares of Company Common Stock subject to such Cashed Out unvested Company RSUs RSU as of immediately prior to the Effective Time and multiplied by (iiB) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights , rounded down to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each nearest whole share, which such Parent RSU so assumed and converted shall continue to have, and award shall be subject to, to the same vesting terms and conditions as applied applicable to the applicable Company RSUs RSU to which it relates as of immediately prior to the Effective Time (but taking into account any changes theretoTime, including any necessary changes applicable vesting acceleration provisions in connection with such holder’s termination of employment or service but otherwise shall be subject to any issuance provisions, provided for or permitted in the applicable Company terms and conditions of the Parent Stock Plan. On the Closing Date, in any award agreement or in such Company Parent shall file with the SEC a registration statement on Form S-8 registering the Parent RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share).

Company RSUs. The At the Effective Time, each restricted stock unit entitling the holder thereof to Company shall take all requisite action so thatShares or cash equal to the value of Company Shares with only time-based vesting requirements (each, a “Company RSU”) that is outstanding and unvested as of the Effective Time (after application of any vesting acceleration provisions set forth in the terms of such Company RSU) (each such Company RSU, an “Unvested Company RSU”) shall, automatically and without any action on the part of the holder thereof, be converted into a restricted stock unit denominated in Parent Shares entitling the holder thereof to solely cash equal to the value of the number of Parent Shares (rounded 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 (ii) the Equity Award Exchange Ratio. Except as specifically provided above, following the Effective Time, each such restricted stock unit shall continue to be governed by substantially the same terms and conditions (including the terms set forth on Section 4.5 of the Company Disclosure Letter) as were applicable to such Unvested Company RSU immediately prior to the Effective Time. At the Effective Time, each Company RSU that is outstanding immediately prior to and vested as of the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on taking into account the achievement application of total shareholder return performance goals shall vest in accordance with the terms any vesting acceleration provisions set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger shall, automatically and without any action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into only the right to receivereceive 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 full satisfaction of the rights of the holder of each case, with respect to each Company Share subject to such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time (without interest and less applicable withholdings in accordance with Section 4.6) as soon as reasonably practicable after the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in no event later than the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason end of this Agreement or the Merger). As of first regular payroll period commencing following the Effective Time); provided that, with respect to any Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the number 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 shares of Parent Stock underlying each the Code, such Parent RSU as so assumed and converted payment or settlement shall be equal to made at the product earliest time permitted under the terms of (x) such award that will not trigger a Tax or penalty under Section 409A of the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Code.

Company RSUs. The Company shall take all requisite action so that, as (i) At the applicable time specified in Section 2.3 of the Effective TimePlan of Arrangement, (A) any vesting conditions applicable to each Company RSU that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment was granted prior to November 2January 1, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment2014 shall, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any required action on the part of the holders holder thereof, shall accelerate in full (with performance-based Company RSUs vesting at 200% of the target level applicable to such performance-based Company RSU), and (B) each such Company RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of shall only entitle the holder of such Company RSU with respect theretoto receive (without interest), as soon as reasonably practicable after such time, an amount in cash, rounding such amount down to the nearest whole cent, cash equal to the product obtained by multiplying (i) the aggregate number of shares of Consideration, less applicable Taxes required to be withheld with respect to such payment; provided that with respect to any Company Common Stock RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid at such Cashed Out Company RSUs immediately prior to time without triggering a Tax or penalty under Section 409A of the Effective Time Code, such payment shall be made at the earliest time permitted under the applicable Equity Incentive Plan and award agreement that will not trigger a Tax or penalty under Section 409A of the Code. (ii) At the Merger Consideration (applicable time specified in Section 2.3 of the “RSU Consideration”). (iv) Each Plan of Arrangement, each Company RSU RSU, whether vested or unvested, that is not was granted on or after January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, cease to represent a Cashed Out Company RSU shall at the Effective Time be assumed by Parent restricted stock unit denominated in Common Shares and shall be converted into a restricted stock unit award for denominated in Parent Stock Shares (the a “Parent RSUsStock-Based RSU”) with associated rights ). The number of Parent Shares subject to each such Parent Stock-Based RSU shall be equal to the issuance product (rounded down to the nearest whole number) of additional shares (x) the number of Common Shares subject to such Company RSU immediately prior to the applicable time specified in Section 2.3 of the Plan of Arrangement (based on a level of performance, for performance-based Company RSUs of (1) 166.67% of the target level for any such performance-based Company RSU granted in 2014 and (2) 133.33% of the target level for any such performance-based Company RSU granted in 2015) multiplied by (y) the Equity Award Conversion Ratio. Except as specifically provided above, following the time of conversion contemplated above, each such Parent Stock in accordance with this Section 2.10. Each Parent Stock-Based RSU so assumed and converted shall continue to have, and shall be subject to, governed by the same terms and conditions (including vesting terms) as applied were applicable to the applicable Company RSU immediately prior to such time; provided that the level of performance for performance-based Company RSUs will be permanently fixed at the levels set forth above. (iii) Notwithstanding anything in this Agreement or the Plan of Arrangement to the contrary, if a Company RSU is subject to an employment agreement with an individual holder in effect as of the date hereof that provides that such Company RSU shall vest solely upon a change of control involving the Company (without the required occurrence of termination or any other event), such Company RSU shall be treated as set forth in Section 2.8(1)(b)(i) above, provided that the number of Common Shares subject to such Company RSU immediately prior to the Effective Time shall be calculated based on a level of performance, for performance-based Company RSUs of (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As 1) 166.67% of the Effective Time, target level for any such performance-based Company RSU granted in 2014 and (2) 133.33% of the number of shares of Parent Stock underlying each target level for any such Parent performance-based Company RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)granted in 2015.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time shall be treated as follows: and is either (i1) (A) all Company RSUs held by Small Holders will vest in full, a non-employee member of the Company Board (Bwhether vested or unvested) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest or (2) vested in accordance with the its terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) but not yet settled as of the Company RSUs that vest based solely on continued employment granted prior to November 2Effective Time (each, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR Vested Company RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employmentshall, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any required action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount in cash, rounding such amount down to the nearest whole centwithout interest, equal to the product obtained by multiplying (iA) the aggregate total number of shares of Company Common Stock underlying such Company RSU, by (B) the Merger Consideration, subject to such Cashed Out any required withholding of Taxes (the “Vested Company RSUs RSU 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 (iieach, 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 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 Merger Consideration (the “Unvested Company RSU Consideration”). . Subject to the holder’s continued service with Parent and its Affiliates (ivincluding the Surviving Corporation and its Subsidiaries) Each through the applicable vesting dates, such Unvested Company RSU that is not a Cashed Out Consideration will vest and become payable at the same time as the Company RSU shall at the Effective Time be assumed by Parent from which such Unvested Company RSU Consideration was converted would have vested pursuant to its terms and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights otherwise remain subject to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied were applicable to the applicable underlying Unvested Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes theretoTime, including any necessary changes to any issuance provisions, provided vesting acceleration terms (except for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the Merger). As reasonable and good faith determination of Parent are appropriate to conform the administration of the Effective TimeUnvested Company RSU Consideration amounts, provided that no such changes shall adversely affect the number rights of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable holder of Unvested Company RSUs multiplied by RSU Consideration unless necessary to comply with applicable Law) with respect to receipt of the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Unvested Company RSU Consideration.

Company RSUs. The (i) Each Company RSU Award that is outstanding as of the date hereof (excluding, for the avoidance of doubt, each Approved Equity Award) shall take all requisite action so that, as be subject to this Section 1.8(b)(i). As of the Effective Time, each Company RSU Award 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 shall be treated as follows: (i) (A) all Time. Each Company RSUs held by Small Holders will vest in full, (B) all Company RSUs RSU Award that vest based on the achievement of total shareholder return performance goals shall vest vests in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on this Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B1.8(b)(i) shall vest on the last day be cancelled and of the original applicable measurement period subject to continued employment through the last day no further force or effect as of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and automatically converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate total number of shares of Company Common Stock subject to such Cashed Out vested Company RSUs RSU Award by (ii) the Merger Consideration. (ii) Each Company RSU Award that is granted on or after the 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 and by (iiB) the Merger Consideration Equity Award Exchange Ratio (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights rounded down to the issuance of additional shares of Parent Stock in accordance with this Section 2.10nearest whole share). Each Parent Adjusted RSU so assumed and converted shall Award will continue to have, and shall will be subject to, the same terms and conditions as applied applicable to the applicable Assumed Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in RSU Award under the applicable Company Stock PlanPlan and the agreements evidencing grants thereunder, in any award agreement or in such Company RSUsincluding vesting, by reason of this Agreement or the Merger). As of the Effective Timesettlement and acceleration, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a sharefurther set forth on Schedule 3.6(c)(ii).

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company Vested RSU that is outstanding immediately prior to the Effective Time shall be treated cancelled as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted immediately prior to November 2the Effective Time and converted into the right an amount, 2015 less applicable withholdings, equal to the product obtained by multiplying (but excluding x) the Company RSUs scheduled on Section 2.10(b)(inumber of shares of Common Stock covered by such Vested RSU immediately prior to the Closing by (y) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest Offer Price (pro rata as to all applicable grants to such Non-Executive Holder“RSU Consideration”). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at At the Effective Time and by virtue of the Merger and without any action on the part of the holders thereofTime, each Unvested RSU shall be cancelled at as of immediately prior to the Effective Time and converted into the right to receive, in full satisfaction receive the RSU Consideration that would be payable for such Unvested RSU if it were a Vested RSU as of the rights of the holder of such Company Closing (“Unvested RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock Cash”). Unvested RSU Cash will be subject to such Cashed Out Company RSUs immediately prior to the Effective Time applicable withholdings and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall will, except as otherwise provided in a written employment agreement between the holder of such Unvested RSU and Parent, be subject to, the same terms and conditions set forth in the Company’s 2013 Equity Incentive Plan, as applied to amended, and the applicable Company RSUs agreements evidencing the grant thereof immediately prior to the Effective Time (but taking into account any changes theretoTime, including any necessary changes without limitation provisions with respect to any issuance provisionsvesting, provided for that payments of Unvested RSU Cash will be made on the last business day of the Parent’s fiscal quarter in which the Unvested RSUs to which the Unvested RSU Cash is attributable would have vested. For the avoidance of any doubt, if a holder of an Unvested RSU fails to vest in any portion of his or permitted in her Unvested RSU Cash (including, but not limited to, due to a failure to meet the applicable Company Stock Planvesting requirements set forth in his or her agreement evidencing the grant of such Unvested RSU), in any award agreement or in such Company RSUs, amounts shall be retained by reason Parent and forfeited by such holder for no consideration. Each payment of this Agreement or the Merger). As Unvested RSU Cash hereunder is intended to be a separate “payment” for purposes of Section 409A of the Effective TimeCode and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be resolved in a manner to maintain such exemption from or compliance with Section 409A of the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Code.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time 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 the Effective Time (in each case, whether vested or unvested, and, in the case of a former Service Provider, solely to the extent such Company RSU was outstanding as of immediately prior to the Effective Time in accordance with its existing terms in effect as of the date hereof) (each, a “Terminating Company RSU”) shall be treated as follows: automatically canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable tax withholding, equal to the product of (i) the Merger Consideration and (Aii) all the total number of Shares subject to such Terminating Company RSUs held by Small Holders will vest in fullRSU as of immediately prior to the Effective Time (the “Terminating Company RSU Consideration”), (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with subject to the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) conditions of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder2.05(d). (ii) Each At the Effective Time, each Company RSU that vests based on the achievement is outstanding as of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Terminating Company RSU shall at the Effective Time be assumed by Parent automatically cancelled and shall be converted into a restricted stock unit award for Parent Stock (the each, a “Parent RSUsRSU”) with associated rights respect to the issuance a number of additional shares of Parent Common Stock in accordance with this Section 2.10equal to the number of Shares underlying such Company RSU immediately prior to the Effective Time multiplied by the Equity Award Exchange Ratio, rounded down to the nearest whole share. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions (including vesting and payment schedule) as applied to the applicable corresponding Company RSUs RSU immediately prior to the Effective Time Time. Parent acknowledges and agrees that the Merger constitutes a “change in control,” “change of control” or term of similar import (but taking into account any changes thereto, including any necessary changes as applicable) with respect to any issuance provisions, provided for the Company RSUs such that at the Closing a “change in control,” “change of control” or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason term of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying similar import shall have occurred with respect to each such corresponding Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)issued hereunder.

Company RSUs. The (i) Except as set forth in Section 2.8 of the Company shall take all requisite action so thatDisclosure Letter, at the Effective Time each award of Company RSUs that (A) is vested and outstanding as of the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, or (B) all pursuant to 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 that vest based on the achievement of total shareholder return performance goals shall vest determined in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) agreement relating thereto as of the Company RSUs that vest based solely on continued employment granted immediately prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”Effective Time), at the Effective Time and by virtue of the Merger and will automatically, without any action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount in cash, rounding such amount down without interest thereon and subject to the nearest whole centapplicable withholding Taxes, equal to the product obtained by multiplying of (ix) the aggregate Per Share Price and (y) the total number of shares of Company Common Stock subject to such Cashed award of Company RSUs as of immediately prior to the Effective Time (the “Cash-Out RSU 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 Effective Time shall, 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 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 be subject to the same terms and conditions (including time-based vesting conditions) as applied to the corresponding award of Company RSUs immediately prior to the Effective Time and will become payable to the holder thereof in accordance with the original vesting schedule applicable to the corresponding Company RSU; provided, that each Converted RSU Cash Award shall provide that the unvested portion, if any, of such Converted RSU Cash Award will immediately vest and become payable upon a termination of the holder’s employment or services by the Surviving Corporation or any of its Subsidiaries without “Cause” or a resignation by the holder for “Good Reason” (iieach as defined in Section 6.10(d) of the Merger Consideration Company Disclosure Letter) that occurs within the twelve (12) month period following the “RSU Consideration”)Effective Time. (iviii) Each At the Effective Time, each award of Company RSU RSUs that is not a Cashed Out Company RSU shall at (A) granted on or after the date hereof (to the extent expressly permitted pursuant to Section 5.2(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 shall be converted into a an Ultimate Parent restricted stock unit award for Parent Stock (the each, an “Parent RSUsAssumed RSU Award”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, on the same terms and conditions (including applicable vesting and expiration provisions) as applied to the applicable each such award of Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the except that each Assumed RSU Award shall cover that number of whole shares of Ultimate Parent Common Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares number of shares of Company Common Stock underlying the applicable such award of Company RSUs immediately prior to the Effective Time multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) the Equity Award Exchange Ratio, with the result rounded down to the nearest whole share if less than half a share)number of shares of Ultimate Parent Common Stock.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each outstanding Company RSU that is outstanding immediately prior to the Effective Time Time, whether or not vested, shall be treated as follows: canceled in exchange for the right to receive a lump sum cash payment (without interest) (to the extent such payment does not trigger Taxes under Code Section 409A) equal to the product of (i) the Merger Consideration and (Aii) all the number of Company Shares subject to such Company RSUs held by Small Holders will vest in full(the “RSUs Consideration”), (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest less applicable Taxes required to be withheld with respect to such payment, and paid in accordance with the applicable terms set forth in and conditions of such Company RSU and Code Section 409A. From and after the applicable award agreementEffective Time, all Company RSUs shall no longer be outstanding and shall automatically cease to exist, and (C) twenty-five percent (25%) each holder of a Company RSU shall cease to have any rights with respect thereto or arising therefrom, except the Company right to receive the RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder)Consideration payable hereunder. (ii) Each With respect to Company RSU RSUs that vests based on the achievement are outstanding but unvested immediately prior to cancellation of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned such unvested Company RSUs at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company RSUs at such time shall become vested. (iii) Prior to the Effective Time, 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 (including providing Company RSUs Holders with notice of their rights with respect to any such Company RSUs as provided herein and/or seeking such Company RSUs Holders’ consents, in each case to the extent required by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan Plans or any individual award agreement governing such Company RSUagreements) (to effectuate the “Cashed Out Company RSUs”), at the Effective Time and by virtue provisions of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”this ‎Section 2.7(d). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance The amount of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable cash each Company RSUs immediately prior Holder is entitled to receive for the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied held by the Exchange Ratio (which such holder shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)cent and computed after aggregating cash amounts for all Company RSUs held by such holder.

Company RSUs. The Company shall take all requisite action so that, as of At or immediately prior to the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall Director RSU) held by a Company Employee whose position is at or above the Effective Time be assumed by Parent and level “Director” of the Company or its Subsidiaries shall be converted into cancelled and exchanged as of the Closing for a number of restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights units, subject to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied were applicable to the applicable such Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes theretoincluding, for the avoidance of doubt, all “double-trigger” vesting conditions pursuant to the applicable underlying award agreement for such Company RSU and, if applicable, the Company Executive Change in Control Severance Plan, including any necessary changes to any issuance provisionsclause (d) of Annex B thereof, provided for or permitted which will have the effect as set forth in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As Section 2.04(b) of the Effective TimeDisclosure Schedule), with respect to a number of the shares of Parent Stock equal to the number of shares of Parent Company Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs award multiplied by the Exchange Company Award Conversion Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half number in aggregate on an award-by-award basis). At or immediately prior to the Effective Time, each Company RSU (that is not a shareCompany 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 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 2.04(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 2.07, to the holder of the applicable Company RSU upon such restricted cash (or portion thereof) becoming vested.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is held by an Employee and that is outstanding immediately prior to the Effective Time shall be treated except as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i1.6(g)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest Letter (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a each, an “CAGR Employee RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time assumed by Guarantor and converted into a restricted stock unit (each, an “Adjusted Employee RSU”) with the right to receive, in full satisfaction of the rights of the holder of such Company RSU same terms and conditions (including with respect thereto, an amount in cash, rounding such amount down to the nearest whole centremaining term and vesting schedule) as were applicable to such Employee RSU immediately prior to the Effective Time, and relating to a number of Guarantor Ordinary Shares equal to the product obtained by multiplying of (i) the aggregate total number of shares of Company Common Stock subject to such Cashed Out Company RSUs Employee RSU immediately prior to the Effective Time and Time, multiplied by (ii) the Merger Consideration (Equity Award Conversion Ratio, with any fractional shares rounded to the “RSU Consideration”)nearest whole number of shares. (ivii) Each At the Effective Time, each Company RSU that is not a Cashed Out Company an Employee RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs that is outstanding immediately prior to the Effective Time (but taking into account any changes theretoeach, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed a “Non-Employee RSU”) shall automatically become fully vested and shall be cancelled and converted shall be into the right to receive a cash payment, without interest, equal to the product of (xi) the Shares underlying the applicable Company RSUs Merger Consideration multiplied by (ii) the Exchange Ratio number of shares of Company Common Stock subject to such Company RSU (which 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 Section 409A of the Code, such payments shall be rounded (x) up to made on the nearest whole share if half a share earliest date that payment would not trigger such Tax or more or (y) down to the nearest whole share if less than half a share)penalty.

Company RSUs. The Company shall take all requisite action so that, (i) Effective as of immediately prior to the Effective Time, each Vested Company RSU and each Director RSU, in either case, that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in fullshall, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any further action by or on the part behalf of the holders Company, Parent or the holder thereof, shall vest and be cancelled at the Effective Time canceled and converted into the right to receive, receive an amount in full satisfaction cash equal to (x) the number of the rights of the holder of Company Class A Common Shares subject to such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and multiplied by (iiy) the Merger Consideration (the “Vested Company RSU Consideration”), less any applicable withholding Taxes. (ivii) Each 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 not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent issued and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance outstanding as of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs 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 (but taking into account any changes thereto, including any necessary changes 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 issuance provisionsUnvested Company RSUs shall: (A) commencing with the last day of the calendar quarter in which the Effective Time occurs, provided for or permitted in be earned by and become payable to the former holder of the applicable Unvested Company Stock Plan, 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 any award agreement or in accordance with the terms and conditions applicable to such Unvested Company RSUs, by reason of this Agreement or the Merger). As of RSU immediately prior to the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal subject to the product of (x) applicable holder’s continued service through such vesting date, provided, however that, notwithstanding the Shares underlying foregoing, in the event that the applicable former holder is terminated by the Surviving Corporation and its affiliates (as applicable) without “cause” following the Effective Time (as 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 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 Company 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 date hereof or as entered into in accordance with Section 6.01(m) if entered into after the date hereof; (B) be paid, less applicable withholding Taxes, the Surviving Corporation or its applicable Subsidiary through the 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, holders of Company RSUs multiplied by shall cease to have any rights with respect thereto, other than the Exchange Ratio right to receive the Vested Company RSU Consideration or the Unvested RSU Consideration (which shall be rounded (xin each case, if any) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a sharein accordance with this Section 2.05(b).

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 Company shall take all requisite action so that, as of the Effective Time, each Company RSU that is outstanding immediately prior Assumed RSUs will continue to be subject to the Effective Time shall be treated conditions substantially the same as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms and conditions set forth in the applicable award agreement, and Company Equity Plan. Each holder of Assumed RSUs shall: (Ci) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into have the right to receive, be settled in full satisfaction a number of the rights shares of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, Purchaser Class A Common Stock equal to the product obtained by multiplying of (iA) the aggregate number of shares of Company Common Stock subject to such Cashed Out underlying the Company RSUs RSU award immediately prior to the First Effective Time Time, multiplied by (B) the Conversion Ratio; and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights subject to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions vesting schedule as applied to the applicable Company RSUs immediately prior to RSUs; provided that no fractional shares of Purchaser Class A Common Stock will be issued by virtue of the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement First Merger or the Merger). As transactions contemplated hereby, and each holder of the Effective Time, the 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 Parent Purchaser Class A Common Stock underlying each to which such Parent RSU as so assumed and converted shall holder of Assumed RSUs would otherwise be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be entitled, rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half number. The Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed RSUs remain outstanding, a share)sufficient number of shares of Purchaser Class A Common Stock for the settlement of the Assumed RSUs. From and after the Closing, the Company shall not issue any new awards under the Company Equity Plan. At the First Effective Time, each holder of Company RSUs shall cease to have any other rights in and to the Company or the Surviving Corporation.

Company RSUs. The Immediately prior to the Effective Date, (A) each then-outstanding award for restricted stock units with respect to Company shall take all requisite action so thatShares 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 Effective Time, each Company RSU that is outstanding Code) immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest Date in accordance with its terms as in effect on the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) date of this Agreement or is held by a director of the Company RSUs that vest based solely on continued employment granted prior to November 2(each, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR Cash-Out Company RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employmentshall, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of and the rights of the Company shall pay to each former holder of any such award of Cash-Out Company RSU with respect thereto, RSUs an amount in cash, rounding such amount down to the nearest whole cent, cash equal to the product obtained by multiplying of (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time Consideration and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each number of Company Shares subject to such 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 Cashed Cash-Out Company RSU, including, for the avoidance of doubt, each then-outstanding Company RSU shall at that was granted in calendar year 2021 (the Effective Time “2021 Company RSU”) (each, a “Rollover Company RSU”) shall, automatically and without any action on the part of the holder thereof, be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed BidCo and converted shall continue to haveinto, and shall be subject to, on substantially the same terms and conditions as applied were applicable under such Rollover Company RSU award, an award for restricted stock units with respect to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the a number of shares of Parent BidCo Common Stock underlying each such Parent RSU as so assumed and converted shall be (rounded up to the nearest whole number of shares) equal to the product of (xi) the number of Company Shares underlying subject to such Rollover Company RSU award and (ii) the applicable Company RSUs multiplied by the Equity Award Exchange Ratio (which each, a “BidCo RSU”). From and after the Effective Date, each such BidCo RSU award shall be rounded 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 (xi) up 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 nearest whole share if half a share or more 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 (yii) down to by the nearest whole share grantee for Good Reason (as defined in Section 9.5, if less than half a shareapplicable), then, in each case, the BidCo RSU award shall fully vest as of the date of such termination of employment or service and be settled in accordance with its terms.

Company RSUs. The Company shall take all requisite action so that, as of At or immediately prior to the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall Director RSU) held by a Company Employee whose position is at or above the Effective Time be assumed by Parent and level “Director” of the Company or its Subsidiaries shall be converted into cancelled and exchanged as of the Closing for a number of restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights units, subject to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied were applicable to the applicable such Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes theretoincluding, for the avoidance of doubt, all “double-trigger” vesting conditions pursuant to the applicable underlying award agreement for such Company RSU and, if applicable, the Company Executive Change in Control Severance Plan, including any necessary changes to any issuance provisionsclause (d) of Annex B thereof, provided for or permitted which will have the effect as set forth in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As Section 2.04(b) of the Effective TimeDisclosure Schedule), with respect to a number of the shares of Parent Stock equal to the number of shares of Parent Company Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs award multiplied by the Exchange Company Award Conversion Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half number in aggregate on an award-by-award basis). At or immediately prior to the Effective Time, each Company RSU (that is not a shareCompany 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 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 2.04(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 2.07, to the holder of the applicable Company RSU upon such restricted cash (or portion thereof) becoming vested.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) and either (A) all Company RSUs held by Small Holders will vest in full, a non-employee member of the Company Board (whether vested or unvested) or (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest vested in accordance with the its terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) as of the Company RSUs that vest based solely on continued employment granted prior to November 2Effective Time (each, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR Vested Company RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employmentshall, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any required action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount in cash, rounding such amount down to the nearest whole centwithout interest, equal to the product obtained by multiplying (ix) the aggregate total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration, subject to such Cashed Out any required withholding of Taxes (the “Vested Company RSUs RSU 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 (iieach, 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 (y) the Merger Consideration (the “Unvested Company RSU Consideration”). . Subject to the holder’s continued service with Parent and its Affiliates (ivincluding the Surviving Corporation and its Subsidiaries) Each 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 that is not a Cashed Out Consideration amounts will vest and become payable at the same time as the Company RSU shall at the Effective Time be assumed by Parent from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights otherwise remain subject to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied were applicable to the applicable underlying Unvested Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided except for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the Merger). As reasonable and good faith determination of Parent are appropriate to conform the administration of the Effective Time, Unvested Company RSU Consideration amounts; provided that no such changes shall impair the number rights of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable holder of Unvested Company RSUs multiplied by RSU Consideration) with respect to their receipt of the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Unvested Company RSU Consideration.

Company RSUs. The Company shall take all requisite action so that, as of At the Effective Time, each outstanding Company RSU that is outstanding immediately prior RSU, to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in fullextent vested, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreementshall, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any required action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into only the right to receivereceive (without interest), in full satisfaction subject to the terms and conditions of the rights of the holder of such Company RSU with respect theretothis Section 2.9(b), an amount in cashcash (less applicable Tax withholdings), rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (xA) the Offer Price, and (B) the number of Shares underlying such Company RSU. The payment, if any, contemplated by this Section 2.9(b) in cancellation and settlement of each outstanding Company RSU that is vested as of the Effective Time (giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company RSU) shall be 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 (but no later than the earlier of the second payroll period after the Effective Time or December 31 of the year during which Effective Time occurs). At the Effective Time, each outstanding Company RSU, to the extent 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 (less applicable Tax withholdings), equal to the product of (A) the Offer Price, and (B) the number of Shares underlying such Company RSUs multiplied RSU. The 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 Exchange Ratio (which Surviving Corporation and its affiliates prior to such vesting date under conditions that would have accelerated the vesting of such Company RSU had it remained outstanding, then such vesting shall be rounded (x) up to accelerated as of the nearest whole share if half a share date of such termination of employment or more or (y) down to the nearest whole share if less than half a share)service.

Company RSUs. The Company shall take all requisite action so that, as of the Effective Time, each (1) Each Company RSU that is unvested and outstanding immediately prior to the Effective Time shall be treated 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 follows: were applicable to such Company RSU immediately prior to the Effective Time (iincluding service-based vesting and double-trigger vesting and all other provisions set forth under the applicable award agreements and Company Stock Plans) and relating to the number of Parent Ordinary Shares equal to the product of (A) all the number of Company RSUs held Shares subject to such Company RSU immediately prior to the Effective Time, multiplied by Small Holders will vest in full, (B) all the Exchange Ratio, with any fractional shares rounded 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 RSUs that vest based on the achievement of total shareholder return performance goals shall vest RSU will be assumed and become an obligation in accordance connection with the terms applicable Adjusted RSU. Notwithstanding anything to the contrary set forth in this Agreement, the applicable award agreement, and maximum number of Adjusted RSUs shall not exceed 6,184,811 (C) twenty-five percent (25%) settleable into a maximum of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder6,184,811 Parent Ordinary Shares). (ii2) Each Company RSU that vests based on RSU, to the achievement extent vested and outstanding as of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject immediately prior to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and Time, shall, without any action on the part of Parent, the holders Company or of the holder thereof, shall be cancelled at cancelled, with the Effective Time and converted into the right holder of such Company RSU becoming entitled to receive, in full satisfaction of the rights of the such holder of such Company RSU with respect thereto, an amount the Merger Consideration in cash, rounding the form of Parent ADR Election Consideration or Parent Ordinary Share Election Consideration (as determined at the discretion of the Company so long as the Company provides prior written notice of such amount down determination to Parent) in respect of each Company Share subject to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs RSU immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Time; provided that any holder of such vested Company RSU that is not a Cashed Out Company RSU an Australian Stockholder shall at only be entitled to receive the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (Merger Consideration in the “Parent RSUs”) with associated rights to the issuance of additional shares form of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Ordinary Share Election Consideration.

Company RSUs. The No Company RSUs shall take all requisite action so thatbe assumed, as of 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 that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in fullshall, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any further action on by Parent, Merger Sub, the part Company, or the holder of the holders thereofsuch Company RSU, shall be cancelled at the Effective Time and converted automatically into the right to receive, upon the delivery of duly executed applicable Exchange Documentation in full satisfaction of the rights of the holder of such Company RSU manner set forth in Section 2.3(a), with respect to each share of Company Common Stock subject thereto, (A) at the Closing, an amount in cash, rounding such amount down to the nearest whole centwithout interest, equal to the product obtained by multiplying (i) the aggregate number in respect of shares each share of Company Common Stock subject to such Cashed Out Company RSUs immediately prior RSU, equal to the Effective Time and Per Share Cash-Out Amount, (iiB) the Merger Consideration (contingent right to receive the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at Per Share Adjustment Escrow Fund Amount and the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock 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 2.10. Each Parent RSU so assumed and converted shall continue to have2.1(b)(iv), and (1) all shares of Company Common Stock issuable in respect of the Company RSUs held by each such holder shall be subject to, aggregated and (2) the same terms and conditions as applied amount of cash to the applicable Company RSUs immediately prior be paid to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which holder shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)cent.

Company RSUs. The Immediately prior to the Effective Date, (A) each then-outstanding award for restricted stock units with respect to Company shall take all requisite action so thatShares 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 Effective Time, each Company RSU that is outstanding Code) immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest Date in accordance with its terms as in effect on the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) date of this Agreement or is held by a director of the Company RSUs that vest based solely on continued employment granted prior to November 2(each, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non"Cash-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Out Company RSU") (the “Cashed Out Company RSUs”)shall, at the Effective Time and by virtue of the Merger automatically and without any action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of and the rights of the Company shall pay to each former holder of any such award of Cash-Out Company RSU with respect thereto, RSUs an amount in cash, rounding such amount down to the nearest whole cent, cash equal to the product obtained by multiplying of (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time Consideration and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each number of Company Shares subject to such 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 Cashed Cash-Out Company RSU, including, for the avoidance of doubt, each then-outstanding Company RSU shall at that was granted in calendar year 2021 (the Effective Time "2021 Company RSU") (each, a "Rollover Company RSU") shall, automatically and without any action on the part of the holder thereof, be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed BidCo and converted shall continue to haveinto, and shall be subject to, on substantially the same terms and conditions as applied were applicable under such Rollover Company RSU award, an award for restricted stock units with respect to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the a number of shares of Parent BidCo Common Stock underlying each such Parent RSU as so assumed and converted shall be (rounded up to the nearest whole number of shares) equal to the product of (xi) the number of Company Shares underlying subject to such Rollover Company RSU award and (ii) the applicable Company RSUs multiplied by the Equity Award Exchange Ratio (which each, a "BidCo RSU"). From and after the Effective Date, each such BidCo RSU award shall be rounded 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 (xi) up 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 nearest whole share if half a share or more 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 (yii) down to by the nearest whole share grantee for Good Reason (as defined in Section 9.5, if less than half a shareapplicable), then, in each case, the BidCo RSU award shall fully vest as of the date of such termination of employment or service and be settled in accordance with its terms.

Company RSUs. The Company shall take all requisite action so that, as Subject to the exceptions set forth in Items 2 and 3 of Section 5.2(d) of the Effective TimeCompany Disclosure Letter, each Company RSU that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs and that vest based is then vested or would become vested pursuant to its terms on or before the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) first anniversary of the Company RSUs that vest based solely on continued employment granted prior to November 2Closing Date, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employmentwill, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holders Company or the holder thereof, shall be cancelled at the Effective Time and converted into the and will become a right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount in cash, rounding such amount down to the nearest whole centwithout interest, equal to the product obtained by multiplying (i) the aggregate amount of the Merger Consideration; multiplied by (ii) the total number of shares of Company Common Stock Shares subject to the portion of such Cashed Out 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 assume all other Company RSUs (the “Assumed Company RSUs”) that are outstanding as of immediately prior to the Effective Time Time, and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall each such Company RSU will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be converted into and will become a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights right to receive an amount in cash, without interest, equal to the issuance of additional shares of Parent Stock Company RSU Consideration, which shall vest (if applicable) and become payable by the Surviving Company to the holder thereof in accordance with this Section 2.10. Each Parent RSU so assumed the vesting schedule and converted shall continue to have, and shall be subject to, the same terms and conditions as applied applicable to the applicable such Company RSUs RSU immediately prior to the Effective Time (but taking into account including any changes theretoacceleration provisions applicable to the award) and will be subject to withholding for all required Taxes pursuant to Section 2.12. For the avoidance of doubt, at the Effective Time each Company RSU, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Assumed Company RSUs, by reason will cease to represent the right to receive Company Common Shares and will not represent any right to receive any equity securities of this Agreement or the Merger). As of the Effective TimeParent, Merger Sub, the number Surviving Company or any of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)their respective Subsidiaries.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) and either is (A) all Company RSUs held by Small Holders will vest in full, a non-employee member of the Company Board or (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest vested in accordance with the its terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) as of the Company RSUs that vest based solely on continued employment granted prior to November 2Effective Time (each, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR Vested Company RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employmentshall, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger automatically and without any required action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount in cash, rounding such amount down to the nearest whole centwithout interest, equal to the product obtained by multiplying (ix) the aggregate total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration (the “Vested Company RSU Consideration”), subject to such Cashed Out Section 2.5. (ii) At the Effective Time, each Company RSUs 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 (iix) the total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration (such aggregate amount, the “Unvested Company RSU Consideration”). (iv) Each , subject to Section 2.5. Such Unvested Company RSU that is not a Cashed Out Consideration amounts will vest and become payable at the same time as the Company RSU shall at the Effective Time be assumed by Parent from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights otherwise remain subject to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied were applicable to the applicable underlying Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided except for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the Merger). As reasonable and good faith determination of Parent are appropriate to conform the administration of the Effective TimeUnvested Company RSU Consideration amounts, provided that no such changes shall materially impair the number rights of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable holder of Unvested Company RSUs multiplied by RSU Consideration) with respect to their receipt of the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Unvested Company RSU Consideration.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each award of restricted stock units with respect to shares of Company RSU Common Stock granted pursuant to the Stock Plan (each, a “Company RSU”) that is outstanding and unsettled immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in fullautomatically, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders holder thereof, shall be cancelled at the Effective Time assumed by Parent and converted into the right to receive, in full satisfaction an award of the rights of the holder of such Company RSU restricted stock units with respect thereto, an amount in cash, rounding such amount down to the nearest whole cent, a number of shares of Parent Class A Common Stock equal to (A) the product obtained by multiplying of (i1) the aggregate number of shares of Company Common Stock subject to underlying such Cashed Out Company RSUs RSU immediately prior to the Effective Time and multiplied by (ii2) the Merger Consideration Per Share Exchange Amount (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights rounded down to the issuance nearest whole number of additional 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 in accordance with this Section 2.10. Each Parent underlying such Company RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time multiplied by (but taking into account any changes thereto, including any necessary changes 2) the Earn Out Exchange Amount (rounded down to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the nearest whole number of shares of Parent Stock underlying 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 “Parent Earn Out RSU” for all purposes herein). (ii) In addition, as soon as reasonably practicable following the Effective Time, each such holder of Company RSUs shall receive for each of his or her respective Company RSUs, a number of Parent RSU as so assumed and converted shall be Warrant RSUs equal to the product of (x1) the Shares number of shares of Company Common Stock underlying such Company RSU immediately prior to the applicable Company RSUs Effective Time, multiplied by (2) the Warrant Exchange Ratio Amount (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole number of shares of Parent Class A Common Stock, with no cash being payable for any fractional share if less than half a shareeliminated by such rounding), multiplied by (3) the Closing Warrant Value Amount.

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue (but not yet settled) or that vests as a result of the Merger consummation of transactions contemplated by this Agreement (each, a “Vested Company RSU”) shall, automatically and without any required action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, receive an amount (without interest) in cash, rounding such amount down cash equal in value to the nearest whole cent, equal to the product obtained by multiplying (iA) the aggregate total number of shares of Company Common Stock subject to such Cashed Out Vested Company RSUs RSU immediately prior to the Effective Time and multiplied by (iiB) the Merger Consideration Per Share Price (the “Vested Company RSU Consideration”). (ivii) Each At the Effective Time, each outstanding Company RSU that is not a Cashed Out Vested Company RSU shall at (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 be assumed multiplied by Parent and shall be converted into a restricted stock unit award for Parent Stock (B) the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock Per Share Price. Except as otherwise provided in accordance with this Section 2.10. Each Parent RSU so 2.8(b)(ii) or as set forth in Section 2.8 of the Company Disclosure Letter, each such Converted Cash Award assumed and converted shall pursuant to this Section 2.8(b)(ii) will continue to have, and shall will be subject to, the same vesting terms and conditions as applied to the applicable corresponding Unvested Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable Company RSUs multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share).

Company RSUs. The Company shall take all requisite action so that, as of (i) At the Effective Time, except as otherwise agreed in writing between Parent and any individual holder of an outstanding Company RSU, each Company RSU (other than a Director RSU) under the Stock Plans that is outstanding immediately prior to the Effective Time shall be treated as follows: (i) (A) all Company RSUs held by Small Holders or will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each become vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger in accordance with its terms shall, automatically and without any required action on the part of the holders holder thereof, shall be cancelled at the Effective Time and converted into the right to receive, in full satisfaction of the rights of shall only entitle the holder of such Company RSU with respect theretoto receive (without interest), as soon as practicable after the Effective Time through the Surviving Corporation’s payroll, an amount in cash, rounding such amount down to the nearest whole cent, cash equal to the product obtained by multiplying (ix) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs RSU immediately prior to the Effective Time and multiplied by (iiy) the Merger Consideration (the “RSU Consideration”). (iv) Each , 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 a Cashed Out Company RSU shall 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 not trigger a 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 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 shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall will be subject to, to the same terms and conditions as applied applicable to the applicable such Company RSUs RSU immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted accelerated vesting upon qualifying terminations of employment as set forth in the applicable Company Stock PlanPlan or applicable award agreement), in any award agreement or in except that such Company RSUs, by reason RSU shall be in respect of this Agreement or the Merger). As a number of the Effective Time, Parent Common Shares that is equal to (x) the number of shares of Parent Company Common Stock underlying each such Parent Company RSU as so assumed and converted shall be equal immediately prior to the product of (x) the Shares underlying the applicable Company RSUs Effective Time, multiplied by the Exchange Ratio (which shall be rounded (x) up to the nearest whole share if half a share or more or (y) down to the nearest whole share if less than half a share)Exchange Ratio.

Company RSUs. The (i) At the Effective Time, each Company shall take all requisite action so thatDouble-Trigger RSU that is outstanding as of immediately prior to the Effective Time (including those held by Former Service Providers) other than the Company Double-Trigger RSUs held by a Non-Continuing Employee shall, as of the Effective 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 “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 Company Double-Trigger RSU). (ii) At the Effective Time, each Company Single-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 Effective Time shall be treated become fully vested as follows: (i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company or any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”), at the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof, shall be cancelled at as of the Effective Time and converted into the right to receive, in full satisfaction of immediately after the rights of the holder of such Company RSU with respect theretoEffective Time, an amount in cash, rounding such amount down to the nearest whole centwithout interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU ConsiderationCash-Out RSUs” and, together with the Cash-Out Restricted Stock, the “Cash-Out Equity Awards”), payable in accordance with Section 2.4(e). (iviii) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of At the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (x) the Shares underlying the applicable all Company RSUs multiplied by shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company RSUs shall cease to have any rights with respect thereto, except the Exchange Ratio right to receive the payment pursuant to clause (which shall be rounded (xi) up to the nearest whole share if half a share or more or (yii) down to the nearest whole share if less than half a shareof this Section 2.4(c).