Common use of Company RSUs Clause in Contracts

Company RSUs. At or immediately prior to the Effective Time, each award of restricted stock units under any Company Plan (a “Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of (x) the number of Shares underlying the applicable Company RSU multiplied by (y) the Offer Price, divided by (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be subject to the same terms (including vesting requirements and, as applicable, performance goals) as the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposes, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpose) a cash payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject to the replacement award) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with Section 409A of the Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall be subject to the CRD Policy), or hold back the net after tax amount of such Merger Consideration to be paid to the holder upon the expiration of the hold period, plus an adjustment for inflation at the Interest Rate through the date of payment. Prior to the Effective Time, the Compensation Committee and/or the Board of Directors shall adopt any resolutions and take any actions that are necessary or appropriate to effectuate the provisions of this Section 3.06.

Company RSUs. At or immediately prior to the Effective Time, each award of restricted stock units under any (i) Each Company Plan (a “Company RSU”) that is RSU outstanding immediately prior to the Effective TimeTime shall vest as provided in the applicable award agreements, whether or not vested, and any such vested Company RSU shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing converted into the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of (x) the number of Shares underlying the applicable Company RSU multiplied by (y) the Offer Price, divided by (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be subject to the same terms (including vesting requirements and, as applicable, performance goals) as the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposes, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, receive at or prior to the Effective Time, register on an appropriate registration statement without interest, the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs Management Per Share Amalgamation Closing Consideration (payable in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance Company Common Shares that would otherwise have been deliverable upon settlement of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpose) a cash payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject pursuant to the replacement award) equal applicable award agreement), less applicable withholding and payroll Taxes. Each such vested Company RSU (and each Company Class B Share treated as a Company RSU under this Agreement), when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the exist and each holder of such Company RSU is subject (and such Company Class B Share) shall cease to a hold requirement under have any rights with respect thereto, except the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (right to receive the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with consideration set forth in this Section 409A of the Code in escrow for the benefit of the holder3.1(b)(i) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger ConsiderationCompany RSU (or such Company Class B Share). (ii) received pursuant With respect to Section 3.03 in settlement of Shares any Company RSU that are, as of does not vest immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall “Unvested Company RSU”), such Unvested Company RSU shall, in accordance with the applicable award agreement, be converted into the right to receive a future per-share cash payment from the Amalgamated Company, subject to the CRD Policy), or hold back the net after tax amount same vesting and payment schedule applicable to such Unvested Company RSU as of such Merger Consideration to be paid to the holder upon the expiration of the hold period, plus an adjustment for inflation at the Interest Rate through the date of payment. Prior immediately prior to the Effective TimeTime and without interest, in an amount equal to the Compensation Committee and/or Total Per Share Amalgamation Consideration (for each Company Common Share that is deliverable upon settlement of such Unvested Company RSU in accordance with the Board applicable award agreement), less applicable withholding and payroll Taxes. At the Closing, Parent shall deposit an amount equal to the aggregate cash payable following the Closing in respect of Directors all Unvested Company RSUs into an escrow account maintained by the Escrow Agent pursuant to an escrow agreement agreed upon among the Parties (the “RSU Escrow Agreement”). Parent shall adopt be entitled to withdraw any resolutions and take amounts necessary from such account to make any actions that are necessary or appropriate to effectuate the provisions of future per-share cash payment contemplated by this Section 3.063.1(b)(ii). Following the payment or forfeiture of all rights to receive a per-share cash payment in respect of all Unvested Company RSUs, any amounts remaining in the escrow account established pursuant to this Section 3.1(b)(ii) shall be transferred to the Securityholders’ Representative Fund and used or dispersed as contemplated with respect to the other amounts deposited in such fund.

Company RSUs. At the Effective Time, each Company RSU (or portion thereof) that is outstanding and unvested immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall, by virtue of the Merger, be assumed by Parent (each, an “Assumed RSU”). Each such Assumed RSU shall be subject to substantially the same terms and conditions as applied to the related Company RSU immediately prior to the Effective Time, including the vesting schedule applicable thereto, except that the number of shares of Parent Common Stock subject to each award of restricted stock units under any Company Plan (a “Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, Assumed RSU shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient product of (i) the product of (x) the number of Shares shares of Company Common Stock underlying the applicable such unvested Company RSU multiplied by (y) the Offer Price, divided by (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be subject to the same terms (including vesting requirements and, as applicable, performance goals) as the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposes, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpose) a cash payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject to the replacement award) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with Section 409A of the Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall be subject with any performance milestones deemed achieved based on maximum level of performance) multiplied by (ii) the Equity Award Exchange Ratio (with the resulting number, rounded down to the CRD Policynearest whole share), or hold back the net after tax amount of such Merger Consideration to be paid . Any Company RSU that is vested immediately prior to the holder upon the expiration Effective Time (taking into account any acceleration of vesting as a result of the hold period, plus an adjustment for inflation at consummation of the Interest Rate through transactions contemplated hereby) but as to which the date underlying share of payment. Prior to Company Common Stock has not been issued by the Effective Time, will be issued as of immediately prior to the Compensation Committee and/or Effective Time and will be treated as outstanding Company Common Stock for purposes of Section 2.7, and shall receive the Board Merger Consideration, subject to applicable tax withholding. The applicable taxes required to be withheld from the Merger Consideration shall reduce first the Cash Consideration portion of Directors shall adopt the Merger Consideration with any resolutions and take any actions that are necessary or appropriate to effectuate remaining amount reducing the provisions Stock Consideration portion of this Section 3.06Merger Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Closing Price.

Company RSUs. (i) At the Effective Time, each Company RSU (or portion thereof) that is not a Change in Control Settled RSU and that is outstanding and unvested immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall, by virtue of the Merger, be assumed by Parent (each, an “Assumed RSU”). Each such Assumed RSU shall be subject to substantially the same terms and conditions as applied to the related Company RSU immediately prior to the Effective Time, including the vesting schedule applicable thereto, except that the number of Parent Ordinary Shares subject to each award of restricted stock units under any Company Plan (a “Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, Assumed RSU Award shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of (x) the number of Shares shares of Company Common Stock underlying the applicable such unvested Company RSU as of immediately prior to the Effective Time (with any performance milestones deemed achieved based on maximum level of performance) multiplied by (y) the Offer PriceExchange Ratio (with the resulting number, divided by rounded to the nearest whole share). (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be subject to the same terms (including vesting requirements and, as applicable, performance goals) as the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposes, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Each Company RSU and to replacement awards shall apply for this purpose) a cash payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject to the replacement award) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with Section 409A of the Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of vested immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall be subject to the CRD Policy), or hold back the net after tax amount taking into account any acceleration of such Merger Consideration to be paid to the holder upon the expiration vesting as a result of the hold periodconsummation of the transactions contemplated hereby) and each Change in Control Settled RSU (whether or not vested) and each unvested Company RSU (or portion thereof) held by a non-employee director of the Company, plus an adjustment for inflation at in any case, with respect to which the Interest Rate through the date underlying share of payment. Prior to Company Common Stock has not been issued by the Effective Time, will be settled as of immediately prior to the Compensation Committee and/or Effective Time by way of the Board issuance of Directors one share of Company Common Stock for each such Company RSU (less a number of shares of Company Common Stock having a value equal to all applicable tax withholding obligations relating to the settlement of the Company RSU, to the extent settlement of the Company RSU results in a tax withholding obligation) and such shares of Company Common Stock will be treated as outstanding Company Common Stock for purposes of Section 2.05, and shall adopt any resolutions receive the Share Consideration. The value of a share of Company Common Stock for purposes of the last parentheses in the preceding sentence will be equal to the Company Average Closing Price and take any actions that are necessary the Company (or appropriate a successor thereof) or an Affiliate thereof will be responsible for timely remitting the applicable tax withholdings relating to effectuate the provisions of this Section 3.06Company RSUs.

Company RSUs. At Effective as of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or immediately the holders thereof, (A) each restricted membership unit that does not vest by its terms on or prior to the Effective Time, each award of restricted stock units under any Company Plan Time (a “Company RSU”) that has been issued to an employee or consultant of the Company or its Subsidiaries who will become an employee or consultant of Parent or its Subsidiaries as of the Closing Date and remains outstanding immediately prior to the Effective Time will automatically be canceled, and will be substituted with a restricted stock unit covering Parent Common Stock (a “Replacement RSU”). The number of units subject to a Replacement RSU will be determined by multiplying the number of units subject to the Company RSU immediately prior to the Effective Time by the Option Exchange Ratio, and rounding to the nearest whole unit. Notwithstanding the foregoing, the number of units subject to a Replacement RSU that is outstanding substituted for an AUS Company RSU or other Company RSU held by an Australian taxpayer will be determined by multiplying the number of units subject to the AUS Company RSU immediately prior to the Effective Time by a fraction, the numerator of which will be the Per Unit Consideration and the denominator of which will be equal to the closing price of Parent Common Stock on the New York Stock Exchange as reported on xxx.xxxx.xxx on the Closing Date, and rounding down to the nearest whole unit. The Replacement RSUs will continue to have, and be subject to, the same material terms and conditions of the Company RSUs underlying such Replacement RSUs as are in effect immediately prior to the Effective Time, whether or not vested, shall be canceled including the vesting conditions and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of (x) the number of Shares underlying the applicable Company RSU multiplied by (y) the Offer Price, divided by (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be subject to the same terms (including any accelerated vesting requirements and, as applicable, performance goals) as the underlying Company RSUprovisions; provided, however, that service with the Surviving vesting date for all such Replacement RSUs will be changed following the Closing to occur on the first day of the applicable month in which the vesting for each Company and its Affiliates shall be treated as continuing service for vesting and all other purposesRSU would have otherwise occurred; provided, further, that on, and only with respect to, the first vesting date of each Replacement RSU, an additional number of shares of Parent Common Stock will vest equal to Company RSUs granted on June 4the number of such shares, 2021 to any member if any, that would have vested between the Closing Date and the first day of the Board whose service is involuntarily terminated calendar month next occurring thereafter had the original vesting schedule for the Company RSU remained in connection with effect; and provided, further, that in the case of any Company RSU that includes in its terms any accelerated vesting feature, as a downsizing of the Board in connection with the Merger, condition to the extent not yet vested as substitution by Parent of such Company RSU, the termination date, Company Replacement RSU will also require the holder to waive the accelerated vesting. Each Replacement RSU (except for Replacement RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or exchange for any other reason Banco Santander does not issue such ADRs, under any replacement award Retention RSUs in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply 1.8) will provide for this purpose) a cash payment, acceleration on the date that such Company RSU otherwise would have been settled, with a value terms and conditions set forth in Schedule 1.6. (per ADR subject to the replacement awardB) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with Section 409A of the Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of other Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to will be cancelled at the Effective Time (which ADRs shall be subject to the CRD Policy), or hold back the net after tax amount without payment of such Merger Consideration to be paid to the holder upon the expiration of the hold period, plus an adjustment for inflation at the Interest Rate through the date of payment. Prior to the Effective Time, the Compensation Committee and/or the Board of Directors shall adopt any resolutions and take any actions that are necessary or appropriate to effectuate the provisions of this Section 3.06consideration.

Company RSUs. (i) At or immediately prior to the Effective Time, each award of restricted stock units under any Company Plan (a “Company RSU”) Vested RSU that is outstanding immediately prior to the Effective Time, whether or not vested, Time shall be canceled cancelled as of immediately prior to the Effective Time and Parent shall use reasonable best efforts to cause Banco Santanderconverted into the right an amount, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receiveless applicable withholdings, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of obtained by multiplying (x) the number of Shares underlying shares of Common Stock covered by such Vested RSU immediately prior to the applicable Company RSU multiplied Closing by (y) the Offer Price, divided by Price (“RSU Consideration”). (ii) At the price per ADR set forth on Schedule 3.06Effective Time, each Unvested RSU shall be cancelled as of immediately prior to the Effective Time and converted into the right to receive the RSU Consideration that would be payable for such Unvested RSU if it were a Vested RSU as of the Closing (“Unvested RSU Cash”). Such replacement award shall otherwise Unvested RSU Cash will be subject to applicable withholdings and continue to have, and 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 (including vesting requirements andand conditions set forth in the Company’s 2013 Equity Incentive Plan, as applicable, performance goals) as the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposesamended, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of agreements evidencing the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or grant thereof immediately prior to the Effective Time, register including without limitation provisions with respect to vesting, provided that payments of Unvested RSU Cash will be made on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect last business day of the replacement awardsParent’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 her Unvested RSU Cash (including, but not limited to, due to a failure to meet the applicable vesting requirements set forth in his or her agreement evidencing the grant of such Unvested RSU), such amounts shall be retained by Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance and forfeited by such holder for no consideration. Each payment of the ADRs, and cause the ADRs, when issued and delivered, Unvested RSU Cash hereunder is intended to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpose) a cash separate “payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject to the replacement award) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary ” for purposes of Section 409A of the Code 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 Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall be subject to the CRD Policy), or hold back the net after tax amount of such Merger Consideration to be paid to the holder upon the expiration of the hold period, plus an adjustment for inflation at the Interest Rate through the date of payment. Prior to the Effective Time, the Compensation Committee and/or the Board of Directors shall adopt any resolutions and take any actions that are necessary or appropriate to effectuate the provisions of this Section 3.06Code.

Company RSUs. (i) At or the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective TimeTime and either is (A) held by a non-employee member of the Company Board or (B) vested in accordance with its terms as of the Effective Time (each, each award of restricted stock units under any Company Plan (a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration (the “Vested Company RSU Consideration”), subject to Section 2.5. (ii) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time, whether or Time and not vested, shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled a Vested Company RSU with a restricted stock unit award providing shall, automatically and without any required action on the part of the holder of such cancelled Company RSU a thereof, be converted into the contingent right to receivereceive an amount in cash, on the date that such Company RSU otherwise would have been settledwithout interest, a number of ADRs equal to the quotient of (i) the product of obtained by multiplying (x) the total number of Shares shares of Company Common Stock underlying the applicable such Company RSU multiplied RSU, by (y) the Offer PriceMerger Consideration (such aggregate amount, divided by (ii) the price per ADR set forth on Schedule 3.06“Unvested Company RSU Consideration”), subject to Section 2.5. Such replacement award Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Company RSU from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise be remain subject to the same terms (including vesting requirements and, and conditions as applicable, performance goals) as were applicable to the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposes, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpose) a cash payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject to the replacement award) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with Section 409A of the Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall be subject to the CRD Policy), or hold back the net after tax amount of such Merger Consideration to be paid to the holder upon the expiration except for terms rendered inoperative by reason of the hold period, plus an adjustment transactions contemplated by this Agreement or for inflation at such other administrative or ministerial changes as in the Interest Rate through the date reasonable and good faith determination of payment. Prior to the Effective Time, the Compensation Committee and/or the Board of Directors shall adopt any resolutions and take any actions that Parent are necessary or appropriate to effectuate conform the provisions administration of this Section 3.06the Unvested Company RSU Consideration amounts, provided that no such changes shall materially impair the rights of the applicable holder of Unvested Company RSU Consideration) with respect to their receipt of the Unvested Company RSU Consideration.

Company RSUs. At or Unless otherwise agreed to by the Parties, at the Effective Time: (i) each Vested Company RSU shall, automatically and without any action on the part of the holder thereof, be cancelled in exchange for only the right to receive an amount in cash, without interest (a “Company RSU Payment”), equal to the product of (A) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, multiplied by (B) the Merger Consideration (less applicable Taxes required to be withheld with respect to such payment), which Company RSU Payment shall be payable on the first payroll date after the Closing Date; and (ii) each award Unvested Company RSU shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to (A) the number of restricted stock units under any shares of Company Plan (a “Common Stock subject to such Company RSU”) that is outstanding RSU immediately prior to the Effective Time, whether or not vested, shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of (x) the number of Shares underlying the applicable Company RSU multiplied by (yB) the Offer PriceMerger Consideration (less applicable Taxes required to be withheld with respect to such payment) (the “Cash Replacement Company RSU Award Amounts”), divided by (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be which Cash Replacement Company RSU Award Amounts will, subject to the same terms (including vesting requirements and, as applicable, performance goals) as the underlying Company RSU; provided, however, that holder’s continued service with the Surviving Company Parent and its Affiliates shall (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest and be treated payable, at the same time as continuing service the Unvested Company RSUs for vesting which such Cash Replacement Company RSU Award Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Company RSU Award Amounts will have the same terms and all other purposesconditions (including, and with respect to Company RSUs granted vesting (including accelerated vesting on June 4, 2021 to any member specific terminations of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Mergeremployment, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or applicable and in effect prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpose)) a cash payment, on the date that such Company RSU otherwise would have been settled, with a value (per ADR subject to the replacement award) equal to the closing price of an ADR on the New York Stock Exchange on the date of settlement; provided, however, that if the holder of such Company RSU is subject to a hold requirement under the Banco Santander S.A.’s Management Board Compensation Policy and Identified Staff Plan (the “CRD Policy”), then, subject to Applicable Law and unless the holder of the Company RSU and Parent otherwise agree, Parent shall hold back the net after tax amount of such payment (if necessary for purposes of compliance with Section 409A of the Code in escrow for the benefit of the holder) to be paid to the holder upon the expiration of the hold period, plus an adjustment through the date of payment. The adjustment rate shall be based on the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for “all items” in effect on the date of settlement, plus 3% (the “Interest Rate”). Merger Consideration (net of any tax incurred by the holder of Shares in respect of such Merger Consideration) received pursuant to Section 3.03 in settlement of Shares that are, as of applied immediately prior to such settlement, subject to the CRD Policy (whether such Shares were received in settlement of Company RSUs or otherwise) shall remain subject to such policy, and, to the extent permitted by Applicable Law and unless the holder of the Shares and Parent otherwise agree, Parent shall either cause Banco Santander, S.A. to issue a number of ADRs equal to the after tax Merger Consideration amount divided by the closing price of an ADR on the New York Stock Exchange on the final trading date that concludes prior to the Effective Time (which ADRs shall be subject to the CRD Policy)Unvested Company RSU for which they were exchanged, or hold back the net after tax amount of such Merger Consideration to be paid to the holder upon the expiration except for terms rendered inoperative by reason of the hold period, plus an adjustment transactions contemplated by this Agreement or for inflation at such other administrative or ministerial changes as in the Interest Rate through the date reasonable and good faith determination of payment. Prior to the Effective Time, the Compensation Committee and/or the Board of Directors shall adopt any resolutions and take any actions that Parent are necessary or appropriate to effectuate conform the provisions administration of this Section 3.06the Cash Replacement Company RSU Award Amounts; provided that the Cash Replacement Company RSU Award Amounts shall fully vest upon termination of employment of a Company RSU holder by the Company without Cause (as defined in the Stock Plan) or by such Company RSU holder for Good Reason.