Common use of Company Stock Options and Restricted Stock Units Clause in Contracts

Company Stock Options and Restricted Stock Units. (a) At or prior to the Effective Time, the Company shall take all actions necessary to: (i) cancel, as of the Effective Time, each option to purchase shares of Company Common Stock granted under any Company Stock Plan (each, an “Option”) that is outstanding and unexercised (without regard to the exercise price of such Option and whether vested or unvested) as of immediately prior to the Effective Time (in each case, without the creation of additional liability to the Company or any of its Subsidiaries), subject, if applicable, to payment pursuant to Section 2.4(b); and (ii) cancel, as of the Effective Time, each restricted stock unit to acquire or receive shares of Company Common Stock granted under any Company Stock Plan (each, a “Restricted Stock Unit”) that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) (in each case, without the creation of additional liability to the Company or any of its Subsidiaries), subject, as applicable, to payment pursuant to Section 2.4(e). (b) Each Vested Option that is outstanding and unexercised as of immediately prior to the Effective Time and has an exercise price per share that is less than the per share Merger Consideration shall be converted into the right to receive as soon as reasonably practicable after the Effective Time (but in any event no later than five business days after the Effective Time) a cash amount equal to the Designated Consideration for each share of Company Common Stock then subject to the Vested Option (subject to applicable Tax withholding and without interest). Each Vested Option, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and the holder of such Vested Option shall cease to have any rights with respect thereto, except the right to receive the Designated Consideration. In the event that the exercise price per share of any Vested Option or Unvested Option is equal to or greater than the per share Merger Consideration, such Vested Option or Unvested Option shall be cancelled without payment therefor and have no further force or effect. For purposes of this Agreement, “Designated Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable per share of Company Common Stock issuable under such Option.

Company Stock Options and Restricted Stock Units. (a) At or prior to the Effective Time, the Company shall take all actions necessary to: (i) canceleach outstanding option (each, as of the Effective Time, each option a “Company Stock Option”) to purchase shares of Company Common Stock Shares granted under any the Company Stock Plan (each, an “Option”) or otherwise that is outstanding and unexercised (without regard to the exercise price of such Option and whether vested or unvested) as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable, and shall be cancelled as of the Effective Time (in each case, without and converted into the creation of additional liability right to the Company or any of its Subsidiaries), subjectreceive, if applicable, to the payment pursuant to Section 2.4(b2.04(b); and , and (ii) cancel, as of the Effective Time, each restricted stock unit to acquire or receive shares of Company Common Stock granted under any Company Stock Plan (each, a “Restricted Stock Unit”) that is granted under the Company Stock Plan or otherwise and outstanding as of immediately prior to the Effective Time (whether shall become fully vested or unvested) (in each case, without as of the creation Effective Time and shall be cancelled as of additional liability the Effective Time and converted into the right to receive the Company or any of its Subsidiaries), subject, as applicable, to payment pursuant to Section 2.4(e2.04(c). (b) Each Vested Company Stock Option that is outstanding and unexercised as of the Effective Time shall be cancelled as of the Effective Time, and each holder of a Company Stock Option that has an exercise price per Share that is less than the Merger Consideration shall (subject to the provisions of this Section 2.04) have the right to receive immediately after the Effective Time (and in no event later than five (5) calendar days following the Effective Time), in exchange for the cancellation of such Company Stock Option, an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Company Stock Option, and (ii) the aggregate number of Shares issuable upon exercise of such Company Stock Option. All such payments shall be subject to all applicable Tax withholding requirements in accordance with Section 2.02(f). Each Company Stock Option that has an exercise price per Share that is equal to or greater than the Merger Consideration shall be cancelled as of the Effective Time without payment of any consideration and shall have no further force or effect. (c) Each Restricted Stock Unit that is outstanding as of immediately prior to the Effective Time and has an exercise price per share that is less than the per share Merger Consideration vests in accordance with Section 2.04(a) shall be cancelled as of the Effective Time and converted into the right to receive as soon as reasonably practicable receive, immediately after the Effective Time (but and in any no event no later than five business (5) calendar days after following the Effective Time) a cash ), an amount in cash, without interest, equal to the Designated Consideration for each share of Company Common Stock then subject to the Vested Option (subject to applicable Tax withholding and without interest). Each Vested Option, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and the holder of such Vested Option shall cease to have any rights with respect thereto, except the right to receive the Designated Consideration. In the event that the exercise price per share of any Vested Option or Unvested Option is equal to or greater than the per share Merger Consideration, such Vested Option or Unvested Option shall be cancelled without payment therefor and have no further force or effect. For purposes of this Agreement, “Designated Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, product of (i) the Merger Consideration over and (ii) the exercise price payable per share aggregate number of Shares subject to such Restricted Stock Unit. All such payments shall be subject to all applicable Tax withholding requirements in accordance with Section 2.02(f). (d) Prior to the Effective Time, the Company Common shall take all steps reasonably necessary to cause the Transactions and any other dispositions of Shares or other equity securities of the Company (including derivative securities) in connection with this Agreement by each person who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, as amended. (e) Prior to the Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall provide any notice required under the Company Stock issuable Plan, obtain any necessary consents, adopt applicable resolutions, amend the terms of the Company Stock Plan or any outstanding awards and take all other actions required to give effect to the transactions contemplated in this Section 2.04, so long as such actions do not create any liabilities or obligations not currently existing under such Optionthe current Company Stock Plan or otherwise created pursuant to this Section 2.04. The Company shall provide Parent with copies of, and a reasonable opportunity to review and consult on all resolutions and other written actions as may be required to give effect to the provisions of this Section 2.04.

Company Stock Options and Restricted Stock Units. (a) At or prior to the Effective Time, the Company shall take all actions necessary to: (i) cancel, as of the Effective Time, each outstanding option to purchase shares of Company Common Stock granted under any Company Stock Plan (each, an “Option”) that is outstanding and unexercised (without regard to the exercise price of such Option and whether vested or unvested) as of immediately prior to the Effective Time (in each case, without the creation of additional liability to the Company or any of its Subsidiaries), subject, if applicable, to payment pursuant to Section 2.4(b); and (ii) cancel, as of the Effective Time, each restricted stock unit to acquire or receive shares of Company Common Stock granted under any Company Stock Plan (each, a “Restricted Company Stock UnitOption”) that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) (in each case, without the creation of additional liability to purchase Shares granted under the Company or any of its Subsidiaries), subject, as applicable, to payment pursuant to Section 2.4(e). (b) Each Vested Option Stock Plans that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable, and shall be cancelled as of the Effective Time, subject, if applicable, to the payment pursuant to Section 3.04(b), and (ii) each restricted stock unit subject to time-based restrictions (each, a “Restricted Stock Unit”) granted under the Company Stock Plans and outstanding as of immediately prior to the Effective Time shall become fully vested as of the Effective Time and shall be cancelled as of the Effective Time, subject to the payment pursuant to Section 3.04(c). (b) Each holder of a Company Stock Option that is outstanding and unexercised as of the Effective Time that has an exercise price per share Share that is less than the per share Merger Consideration shall (subject to the provisions of this Section 3.04) be converted into paid by the right to receive as soon as reasonably practicable Surviving Company immediately after the Effective Time (but and in any no event no later than five business (5) days after following the Effective Time) a ), an amount in cash amount equal to the Designated product of (i) the amount by which the Merger Consideration for each share exceeds the applicable exercise price per Share of such Company Common Stock then Option and (ii) the aggregate number of Shares issuable upon exercise of such Company Stock Option. All such payments shall be subject to the Vested Option (subject to all applicable Tax withholding and without interest)requirements. Each Vested Option, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and the holder of such Vested Company Stock Option shall cease to have any rights with respect thereto, except the right to receive the Designated Consideration. In the event that the has an exercise price per share of any Vested Option or Unvested Option Share that is equal to or greater than the per share Merger Consideration, such Vested Option or Unvested Option Consideration shall be cancelled as of the Effective Time without payment therefor of any cash consideration. (c) Each Restricted Stock Unit that vests in accordance with Section 3.04(a) shall be cancelled as of the Effective Time and have converted into the right to receive, immediately after the Effective Time (and in no further force or effect. For purposes of this Agreement, “Designated Consideration” means, with respect to any share of Company Common Stock issuable under a particular Optionevent later than five (5) days following the Effective Time), an amount in cash, without interest, equal to the excess, if any, product of (i) the Merger Consideration over and (ii) the exercise price payable per share aggregate number of Shares subject to such Restricted Stock Unit. All such payments shall be subject to all applicable Tax withholding requirements. (d) No later than promptly following the date of this Agreement, the Company Common Stock issuable Board (or, if applicable, any committee thereof administering the Company ESPP) shall adopt such resolutions or take such other necessary actions such that (i) with respect to any Offering Period(s) (as such term is defined in the Company ESPP) open as of the date of this Agreement under the Company ESPP, such Offering Period(s) shall terminate and any option to purchase Shares under the Company ESPP shall be deemed to have been exercised upon the earlier to occur of (A) the day that is four (4) Business Days prior to the Effective Time or (B) the date on which such Offering Period(s) would otherwise end, and no additional Offering Period(s) shall commence under such OptionCompany ESPP after the date of this Agreement; (ii) no individual participating in the Company ESPP shall be permitted to (A) increase the amount of his, her or its rate of payroll contributions thereunder from the rate in effect as of the date of this Agreement, or (B) except to the extent required by applicable Law, make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; (iii) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement; (iv) the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Effective Time shall, to the extent not used to purchase Shares in accordance with the terms and conditions of the Company ESPP, be refunded to such participant as of the Effective Time (without interest); and (v) subject to the consummation of the Merger, the Company ESPP shall terminate, effective immediately prior to the Effective Time. (e) Prior to the Effective Time, the Company shall provide any notice required under the terms of the Company Stock Plans, obtain any necessary consents, adopt applicable resolutions, amend the terms of the Company Stock Plans or any outstanding awards and take all other appropriate actions to give effect to the transactions contemplated herein. (f) Prior to the Effective Time, the Company shall take all steps reasonably necessary to cause the Transactions and any other dispositions of Shares or other equity securities of the Company (including derivative securities) in connection with this Agreement by each person who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, as amended.

Company Stock Options and Restricted Stock Units. (a) At or prior to the Effective Time, the Company shall take all actions necessary to: (i) terminate each Company Stock Plan as of the Effective Time; (ii) cancel, as of the Effective Time, each option to purchase shares of Company Common Stock granted under any Company Stock Plan (each, an “Option”) that is outstanding and unexercised (without regard to the exercise price of such Option and whether vested or unvested) Option), as of immediately prior to the Effective Time (in each case, without the creation of additional liability to the Company or any of its Subsidiaries), subject, if applicable, to payment pursuant to Section 2.4(b) or (c); and (iiiii) cancel, as of the Effective Time, each outstanding restricted stock unit to acquire or receive shares of Company Common Stock granted under any Company Stock Plan (each, a “Restricted Stock Unit”) that is outstanding outstanding, as of immediately prior to the Effective Time (whether vested or unvested) (in each case, without the creation of additional liability to the Company or any of its Subsidiaries), subject, as if applicable, to payment pursuant to Section 2.4(e2.4(d); and (iv) ensure that, after the Effective Time, neither Parent nor the Surviving Corporation will be required to deliver Company Common Stock or other capital stock of the Company to any Person pursuant to or in settlement of Options or Restricted Stock Units. (b) Each Except as otherwise agreed to by Parent and a holder of a Vested Option, each Vested Option that is outstanding and unexercised as of immediately prior to the Effective Time and has an exercise price per share that is less than the per share Merger Consideration shall be converted into the right to receive as soon as reasonably practicable after the Effective Time (but in any event no later than five business days after the Effective Time) a cash amount equal to the Designated Consideration for each share of Company Common Stock then subject to the Vested Option (subject to applicable Tax withholding and without interest). Each Vested Option, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and the each holder of such Vested Option shall cease to have any rights with respect thereto, except the right to receive the Designated Consideration. In the event that the exercise price per share of any Vested Option or Unvested Option is equal to or greater than the per share Merger Consideration, such Vested Option or Unvested Option shall be cancelled without payment therefor and have no further force or effect. For purposes of this Agreement, “Designated Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable per share of Company Common Stock issuable under such Option.the