Common use of Company Share Plans Clause in Contracts

Company Share Plans. (a) The Company shall (i) terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans at the Effective Time and (ii) provide for the treatment of each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and each Company RSU that is then outstanding, whether or not vested, in accordance with this Section 2.02. (b) Subject to Section 2.02(e), each holder (or his or her designee) of a Vested Company Option shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (but in any event no later than thirty (30) Business Days after the Closing Date) pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f)) equal to (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor. (c) Subject to ‎Section 2.02(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each Unvested Company Option shall be assumed by Holdco and converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior to the Effective Time, except that (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Unvested Company Option shall not be entitled to payment of any consideration therefor. (d) Subject to ‎Section 2.02(e), at the Effective Time, each Company RSU shall be assumed by Holdco and converted into a restricted stock unit award with respect to a number of shares of Holdco Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs immediately prior to the Effective Time, except that each Converted RSU shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Company RSUs held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor. (e) Each of the Company Options and/or Company RSUs granted to (A) the Persons set forth on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but in any event no later than thirty (30) Business Days after the Closing Date), a cash amount (without interest and subject to Section 2.02‎(f)) determined as follows: (x) in the case of Company Options, the cash payment shall be determined in a manner consistent with the provisions applicable to Vested Options under ‎Section 2.02(b) and (y) in the case of Company RSUs, the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs; (B) the Persons set forth on Part II of Schedule 2.02 shall be treated as follows by virtue of the Merger:

Company Share Plans. (a) The At the Effective Time, the Company shall (i) terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans at the Effective Time and Plans, (ii) provide for the treatment of cancel each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested, in accordance with this Section 2.02. (b) Subject to Section 2.02(e), each Each former holder (or his or her designee) of a Vested Company Option which is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (but in any event no later than thirty (30) Business Days after the Closing Date) pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f)) equal to (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company OptionOption (assuming such holder exercises such Vested Company Option in full immediately prior to the Effective Time); provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor. (c) Subject to ‎Section 2.02(e), at the Effective Time, by virtue Each former holder (or his or her designee) of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each an Unvested Company Option shall be assumed by Holdco and converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior to the Effective Time, except that (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Unvested Company Option shall not be entitled to payment of any consideration therefor. (d) Subject to ‎Section 2.02(e), at the Effective Time, each Company RSU shall be assumed by Holdco and converted into a restricted stock unit award with respect to a number of shares of Holdco Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs immediately prior to the Effective Time, except that each Converted RSU shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Company RSUs held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor. (e) Each of the Company Options and/or Company RSUs granted to (A) the Persons set forth on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are is cancelled at the Effective Time shall, except as otherwise agreed in exchange therefor, be issued with an employee incentive award, to in writing between replace such Persons Unvested Company Option, on terms and Parentconditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Unvested Company Option. (d) Each former holder (or his or her designee) of a Vested Company RSU, which is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but in any event no later than thirty (30) Business Days after the Closing Date)practices, a cash amount (without interest and subject to Section 2.02‎(f2.02(f)) determined as follows: (x) in the case of Company Options, the cash payment shall be determined in a manner consistent with the provisions applicable equal to Vested Options under ‎Section 2.02(b) and (y) in the case of Company RSUs, the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such with respect to each Vested Company RSUs;RSU. (Be) Each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Persons set forth Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such Unvested Company RSU, on Part II of Schedule terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU. (f) Any payment under this Section 2.02 shall be treated subject to all applicable Taxes and Tax withholding requirements, and each applicable withholding agent shall be entitled to withhold Taxes under applicable Tax Law in respect thereof. Each former holder of Company Options or Company RSUs shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this Section 2.02. (g) As promptly as follows by virtue practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Merger:Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02. As soon as practicable following the date hereof but in any event prior to the Effective Time, the Company shall deliver written notice to each holder of Company Options or Company RSUs informing such holder of the treatment of such Company Options or Company RSUs contemplated by this Section 2.02. (h) Parent shall cause the Surviving Company to pay to each holder of Vested Company Options and each holder of Vested Company RSUs, the amounts required pursuant to Section 2.02(b) and Section 2.02(d) as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices.

Company Share Plans. (a) The At the Effective Time, the Company shall (i) terminate the Company Share Plans and any award agreements or other relevant award agreements entered into under the Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans at (which numbers of Shares as of the Effective Time and date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), (ii) provide for the treatment of cancel each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested, in accordance with this Section 2.02. (b) Subject to Section 2.02(e), each Each former holder (or his or her designee) of a Vested Company Option shall(for the avoidance of doubt, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (but in excluding any event no later than thirty (30) Business Days after the Closing Date) pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f)) equal to (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor. (c) Subject to ‎Section 2.02(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each Unvested Company Option shall be assumed by Holdco and which has been converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”ADSs) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior to the Effective Time, except that (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Unvested Company Option shall not be entitled to payment of any consideration therefor. (d) Subject to ‎Section 2.02(e), at the Effective Time, each Company RSU shall be assumed by Holdco and converted into a restricted stock unit award with respect to a number of shares of Holdco Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs immediately prior to the Effective Time, except that each Converted RSU shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Company RSUs held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor. (e) Each of the Company Options and/or Company RSUs granted to (A) the Persons set forth on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are is cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but in any event no later than thirty (30) Business Days after the Closing Date)practices, a cash amount (without interest and subject to Section 2.02‎(f2.02(d)) equal to the excess, if any, of the Per ADS Merger Consideration over the Exercise Price of such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall be entitled to a cash amount (without interest and subject to Section 2.02(d)) equal to $1.9305 with respect to each such Vested Company Option. (c) Each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided with an employee incentive award by Parent, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially the same as follows: the terms and conditions (xincluding as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU. (d) Notwithstanding anything herein to the contrary, any payment under this ‎Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, in accordance with ‎Section 2.04(i). (e) As promptly as practicable following the case date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this ‎Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.02. As soon as practicable following the date hereof and in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options, Options or Company RSUs informing such holder of the cash payment treatment of such Company Options or Company RSUs contemplated by this ‎Section 2.02. (f) Parent shall be determined in a manner consistent with cause the provisions applicable Surviving Company to pay to each holder of Vested Company Options under the amounts required pursuant to ‎Section 2.02(b) and (y) in as soon as practicable after the case of Company RSUs, Effective Time pursuant to the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs; (B) the Persons set forth on Part II of Schedule 2.02 shall be treated as follows by virtue of the Merger:Company’s ordinary payroll practices.

Company Share Plans. (a) The At the Effective Time, the Company shall (i) terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans at the Effective Time and Plans, (ii) provide for the treatment of cancel each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested, in accordance with this Section 2.02. (b) Subject to Section 2.02(e), each Each former holder (or his or her designee) of a Vested Company Option which is cancelled at the Effective Time shall, in exchange therefortherefor and by delivering a written election to the Company prior to the Shareholders Meeting, be entitled to elect to (x) be issued with an employee incentive award, to replace such Vested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Vested Company Option, or (y) be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (Time, but in any event no later than thirty (30) Business Days after the Closing Date) pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f‎Section 2.02‎(g)) equal to (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company OptionOption (assuming such holder exercises such Vested Company Option in full immediately prior to the Effective Time); provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor. In the event that such holder of a Vested Company Option fails to deliver the written election to the Company prior to the Shareholders Meeting, such holder shall be deemed to have elected to be issued with an employee incentive award to replace such Vested Company Option according to (x). (c) Subject to ‎Section 2.02(e), Each former holder (or his or her designee) of an Unvested Company Option that is cancelled at the Effective TimeTime shall, by virtue of the Merger and without any action on the part of Parentin exchange therefor, the Company or the holders of the be issued with an employee incentive award, to replace such Unvested Company OptionsOption, each Unvested Company Option shall be assumed by Holdco and converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”) shall continue to have, and be subject to, the same on terms and conditions set forth in reasonably determined by Parent that comply with the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior to the Effective Time, except that (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, Plans and the holder of any award agreement(s) with respect to such Unvested Company Option shall not be entitled to payment of any consideration thereforOption. (d) Subject to ‎Section 2.02(e2.02‎(f), each former holder (or his or her designee) of a Vested Company RSU, which is cancelled at the Effective Time shall, in exchange therefor and by delivering a written election to the Company prior to the Shareholders Meeting, be entitled to elect to (x) be issued with an employee incentive award, to replace such Vested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Vested Company RSU, or (y) be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time, each Company RSU shall be assumed by Holdco but in any event no later than thirty (30) Business Days after the Closing Date, a cash amount (without interest and converted into a restricted stock unit award with respect subject to a number of shares of Holdco Common Stock (rounded down to the nearest whole share‎Section 2.02‎(g)) equal to the product obtained by multiplying (x) Per Share Merger Consideration with respect to each Vested Company RSU. In the number event that such holder of Shares subject to such a Vested Company RSU by (y) fails to deliver the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject written election to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs immediately prior to the Effective TimeShareholders Meeting, except that each Converted RSU such holder shall be subject deemed to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the have elected to be issued with an employee incentive award to replace such Vested Company RSUs held by an individual who does not sign the Award Amendment prior RSU according to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor(x). (e) Subject to ‎Section 2.02‎(f), each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU. (f) Each of the Company Options and/or Company RSUs granted to (A) to the Persons set forth on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are is cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time Time, a cash amount (without interest and subject to ‎Section 2.02‎(g)) equal to (x) the Per Share Merger Consideration multiplied by (y) the number of Shares underlying such Company RSU. (g) Any payment under this Section ‎2.02 shall be subject to all applicable Taxes and Tax withholding requirements, and each applicable withholding agent shall be entitled to withhold Taxes under applicable Tax Law in respect thereof. Each former holder of Company Options or Company RSUs shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this Section ‎2.02. (h) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section ‎2.02. Promptly following the date hereof but in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options or Company RSUs informing such holder of the treatment of such Company Options or Company RSUs contemplated by this Section ‎2.02. (i) Parent shall cause the Surviving Company to pay to each holder of Vested Company Options so elected in accordance with ‎Section 2.02‎(b), each holder of Vested Company RSUs so elected in accordance with ‎Section 2.02‎(d) and the Persons set forth on Schedule ‎2.02 hereto, the amounts required pursuant to ‎‎Section 2.02‎(b), ‎Section 2.02‎(d) and ‎‎Section 2.02‎(f) as soon as practicable after the Company’s ordinary payroll practices (Effective Time, but in any event no later than thirty (30) Business Days after the Closing Date), a cash amount (without interest and subject to Section 2.02‎(f)) determined as follows: (x) in the case of Company Options, the cash payment shall be determined in a manner consistent with the provisions applicable to Vested Options under ‎Section 2.02(b) and (y) in the case of Company RSUs, the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs; (B) the Persons set forth on Part II of Schedule 2.02 shall be treated as follows by virtue of the Merger:.

Company Share Plans. (a) The At the Effective Time, the Company shall (i) terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans at the Effective Time and Plans, (ii) provide for the treatment of cancel each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested, in accordance with this Section 2.02and (iv) cancel each Company Restricted Share that is then outstanding, whether or not vested. (b) Subject to Section 2.02(eExcept as contemplated in ‎Section 2.02‎(e), each former holder (or his or her designee) of a Vested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be paid issued with an employee incentive award, to replace such Company Option, on terms and conditions reasonably determined by Parent that comply with the Surviving Company Share Plans and the award agreement(s) with respect to such Company Option. (c) Each former holder (or one his or her designee) of its Subsidiaries, as soon as practicable after a Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Company RSU. (but d) Except as contemplated in any event no later than thirty ‎Section 2.02‎(f), each former holder (30or his or her designee) Business Days after of a Company Restricted Share that is cancelled at the Closing DateEffective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such Company Restricted Share, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) pursuant with respect to such Company Restricted Share. (e) Each person set forth in Schedule B (or his designee) who is a holder of a Company Option that is cancelled at the Company’s ordinary payroll practicesEffective Time shall, a in exchange therefor, receive an amount of cash amount (without interest and subject to Section 2.02(f)) equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the Exercise Price of such Vested Company OptionPrice, multiplied by (ii) the number of Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor. (cf) Subject to ‎Section 2.02(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each Unvested Company Option shall be assumed by Holdco and converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise Each person set forth in this Agreement, each assumed Unvested Company Option Schedule B (each, an “Assumed Unvested Option”or his designee) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior to the Effective Time, except that (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the is a holder of any such Unvested a Company Option shall not be entitled to payment of any consideration therefor. (d) Subject to ‎Section 2.02(e), at the Effective Time, each Company RSU shall be assumed by Holdco and converted into a restricted stock unit award with respect to a number of shares of Holdco Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs immediately prior to the Effective Time, except Restricted Share that each Converted RSU shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Company RSUs held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor. (e) Each of the Company Options and/or Company RSUs granted to (A) the Persons set forth on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are is cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid receive an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the applicable exercise price, multiplied by (ii) the number of Shares underlying such Company Restricted Share. (g) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02. Promptly following the date hereof but in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options, Company RSUs or Company Restricted Shares informing such holder of the treatment of such Company Options, Company RSUs or Company Restricted Shares contemplated by this Section 2.02. The Company shall take all reasonable actions necessary to ensure that, neither Parent nor the Surviving Company will be required to issue Shares or one other share capital of its Subsidiariesthe Company or the Surviving Company to any person pursuant to the Company Share Plans or in settlement of any Company Option, Company RSU or Company Restricted Share (as soon as practicable after the Effective Time applicable) other than contemplated by this Section 2.02. (h) Any payment under this ‎Section 2.02 shall be made pursuant to the Company’s ordinary payroll practices at or as soon as practicable (but and in any event no later more than thirty (3030 days) Business Days after the Closing Date), a cash amount (without interest Effective Time and subject to Section 2.02‎(f)) determined as follows: (x) all applicable Taxes and Tax withholding requirements, each applicable withholding agent shall be entitled to withhold Taxes under applicable Tax Law in the case respect thereof, and each former holder of Company Options, the cash payment Company RSUs or Company Restricted Shares shall be determined in a manner consistent with personally responsible for the provisions applicable proper reporting and payment of all Taxes related to Vested Options under any distribution contemplated by this ‎Section 2.02(b) and (y) in the case of Company RSUs, the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs; (B) the Persons set forth on Part II of Schedule 2.02 shall be treated as follows by virtue of the Merger:2.02.

Company Share Plans. (a) The Company shall (i) terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans Board will take all action necessary such that, at the Effective Time and Time, each option to purchase shares of Company Common Stock outstanding under any Company Share Plan (ii) provide for the treatment of each each, a “Company Option that is then outstanding and unexercisedStock Option”), whether or not vested or exercisable, will be canceled and each Company RSU that is then outstanding, whether or not vested, converted into the right to receive an amount in accordance with this Section 2.02. (b) Subject to Section 2.02(e), each holder (or his or her designee) of a Vested Company Option shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (but in any event no later than thirty (30) Business Days after the Closing Date) pursuant cash equal to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f)) equal to product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price applicable exercise price of such Vested the Company Option, Stock Option multiplied by (ii) the total number of Company Common Shares underlying such Vested subject to the Company Option; providedStock Option (whether or not vested or exercisable). As promptly after the Effective Time as reasonably practicable, that if the Exercise Price of any such Vested Company Option is equal Parent will pay or cause to or greater than be paid the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the foregoing amount to each holder of any such Vested a Company Option shall not Stock Option. (b) Each Company Common Share outstanding as of the Effective Time which was granted under a Company Share Plan and which is subject to a risk of forfeiture (“Company Restricted Shares”) will be entitled deemed fully vested as of the Effective Time in accordance with the terms of the applicable plan and, in full settlement thereof (net of applicable withholding in accordance with the Company’s practices prior to payment the date of any this Agreement), will be converted into the right to receive the Merger Consideration in accordance with Section 2. To the extent that amounts are withheld from the consideration thereforotherwise payable to holders of Company Restricted Shares, the withheld amounts will be treated for all purposes of this Agreement as having been paid to the holders in respect of which the withholding was made. (c) Subject to ‎Section 2.02(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each Unvested Company Option shall be assumed by Holdco and converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior Prior to the Effective Time, except that the Company will (Ai) each Assumed Unvested Option shall adopt such resolutions or take such other actions as may be exercisable for that number required to effect the foregoing provisions of whole shares of Holdco Common Stock equal this Section 2.5, and (ii) take all steps necessary to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number cause any dispositions of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Company Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to or other securities (including options and any other derivative securities) resulting from the quotient obtained Merger or the other transactions contemplated by dividing this Agreement by each officer or director or the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be Company who is subject to the terms and conditions set forth reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated thereunder, with all such steps to be taken in accordance with the Award Amendment. Notwithstanding requirements of the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Unvested Company Option shall not be entitled to payment of any consideration thereforExchange Act. (d) Subject Effective upon the date of this Agreement, the Company Board will adopt appropriate resolutions and take all other actions necessary and appropriate to ‎Section 2.02(e), at the Effective Time, provide each Company RSU shall be assumed by Holdco and converted into a restricted stock unit award with respect participant’s outstanding right to a number of purchase shares of Holdco Company Common Stock under the Company's Employee Stock Purchase Plan (rounded down to the nearest whole share“ESPP”) equal to will terminate on the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs day immediately prior to the day on which the Effective TimeTime occurs, except that all amounts allocated to each Converted RSU shall participant’s account under the ESPP as of such date will thereupon be subject used to purchase from the Company whole shares of Company Common Stock at the applicable price determined under the terms of the ESPP for then outstanding offering periods using such date as the final purchase date for each such offering period, and conditions set forth in the Award Amendment. Notwithstanding ESPP will terminate immediately following the foregoing, purchase of Company Common Stock on the Company RSUs held by an individual who does not sign the Award Amendment date prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor. (e) Each of the Company Options and/or Company RSUs granted to (A) the Persons set forth day on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are cancelled at which the Effective Time shall, except as otherwise agreed occurs. The Company Board will not take any action that would allow any Company Personnel to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but in any event no later than thirty (30) Business Days after the Closing Date), a cash amount (without interest and subject to Section 2.02‎(f)) determined as follows: (x) begin participating in the case of Company Options, the cash payment shall be determined in a manner consistent with the provisions applicable ESPP or that would permit any existing participant to Vested Options under ‎Section 2.02(b) and (y) increase his or her participation in the case of Company RSUs, the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs; (B) the Persons set forth on Part II of Schedule 2.02 shall be treated as follows by virtue of the Merger:ESPP.

Company Share Plans. (a) At the Effective Time, each outstanding (as of immediately prior to the Effective Time) Company Option (other than a Rollover Option) held by an individual who is or was an employee, officer or director of, or consultant or advisor to, the Company, whether or not such Company Option is then exercisable and vested, shall be cancelled and, in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, pay to the holder of such Company Option, whether or not such Company Option is then exercisable and vested, an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of such Company Option and (y) the number of Shares subject thereto (such payment, if any, to be net of applicable withholding and excise taxes). The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) make all payments in accordance with this Section 3.03(a) promptly after the Effective Time. (b) Prior to the Effective Time, the Company shall take all actions with respect to the Company Options and compensation plans or arrangements that are necessary to (i) terminate the Company Share Plans and any relevant award agreements entered into under applicable to the Company Share Plans at Plans, effective as of the Effective Time Time, and (ii) provide for give effect to the transactions contemplated by this Section 3.03. Promptly following the date hereof, the Company shall deliver written notice to each holder of a Company Option informing such holder of the treatment of each such Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and each Company RSU that is then outstanding, whether or not vested, in accordance with contemplated by this Section 2.02. (b) Subject to Section 2.02(e), each holder (or his or her designee) of a Vested Company Option shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (but in any event no later than thirty (30) Business Days after the Closing Date) pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f)) equal to (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration thereforAgreement. (c) Subject to ‎Section 2.02(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each Unvested Company Option shall be assumed by Holdco and converted into an option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior Prior to the Effective Time, except the Company (or any committee thereof administering the Company Share Plans) shall adopt such resolutions or take such other actions as may be required to provide that, 50,000 Company Options held by Mr. Sham granted under 2011 Omnibus Equity Plan of the Company (the “Rollover Options”) that (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option are outstanding, fully vested and unexercised, if applicable, immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number shall as of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Unvested Company Option shall not be entitled to payment of any consideration therefor. (d) Subject to ‎Section 2.02(e), at the Effective Time, each cease to represent a right to Shares of the Company RSU shall and be eligible to be assumed by Holdco Parent. Parent shall assume all such Rollover Options as of the Effective Time and converted convert each such Rollover Options as of the Effective Time into a restricted stock unit award with respect Parent awards. After the Effective Time, the Rollover Options will otherwise continue to a number of shares of Holdco Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs them immediately prior to the Effective Time, except that each Converted RSU shall be subject to the Time and such additional terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Company RSUs held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor. (e) Each of the Company Options and/or Company RSUs granted to (A) the Persons set forth on Part I of Schedule 2.02 hereto‎, whether vested or unvested, that are cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices (but Corporation and Mr. Sham may agree in any event no later than thirty (30) Business Days after the Closing Date), a cash amount (without interest and subject to Section 2.02‎(f)) determined as follows: (x) in the case of Company Options, the cash payment shall be determined in a manner consistent with the provisions applicable to Vested Options under ‎Section 2.02(b) and (y) in the case of Company RSUs, the cash amount shall be determined by multiplying the Per Share Merger Consideration by the number of Shares underlying such Company RSUs; (B) the Persons set forth on Part II of Schedule 2.02 shall be treated as follows by virtue of the Merger:writing.