Common use of Employees and Contractors Clause in Contracts

Employees and Contractors. (a) The Company shall assist Buyer with its efforts to enter into the Employment Documentation with the employees identified in Schedule 7.3(f) as soon as practicable after the date hereof and in any event prior to the Closing Date. The Company shall use commercially reasonable efforts to retain the Designated Contractor and to cause the Designated Contractor to enter into the Consulting Agreement with the Buyer (or its designee) prior to the Closing. With respect to matters described in this Section 6.10(a), the Company will consult with Buyer (and will consider in good faith the advice of Buyer) prior to sending any notices or other communication materials to its employees or contractors. (b) The parties hereto agree that the obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction at Closing of the condition that a sufficient number (as determined in the sole and unfettered discretion of the Acquiror) of Key Employees shall have remained continuously employed with the Company or a Subsidiary from the Agreement Date through the Closing and shall have signed the Key Employee Employment Documentation (the “Documentation Condition”). It is further agreed that the Documentation Condition is solely for the benefit of the Buyer and may be waived by the Buyer in writing in its sole discretion without notice or Liability to any Person. (c) Prior to the Closing, on the written request of Acquiror, Company will adopt the 2010 Equity Incentive Plan and grant to Employees New Company Options to purchase no more than 3,200,000 shares of Company Common Stock and no more than 3,900,000 New Company RSUs. Unless indicated otherwise by Acquiror in writing, such New Company Options shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company Option agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Option Agreement; (iii) become exercisable as they vest; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. Unless indicated otherwise by Acquiror in writing, such New Company RSUs shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company RSU agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Restricted Stock Unit Agreement; (iii) be settled as they vest but in no event more than sixty (60) days following the applicable vesting date; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. The New Company Options and New Company RSUs shall in no way affect the calculation of the Participating Closing Amount Per Share or any other amount owing to the Closing Company Shareholders pursuant to the terms of this Agreement. All such New Company Options and New Company RSUs shall be issued in compliance with all applicable Legal Requirements.

Employees and Contractors. (a) The Company Promptly following the Agreement Date and not later than three (3) business days following the Agreement Date with respect to Business Employees in the United States and India, and not later than five (5) business days with respect to Business Employees in Taiwan and Israel, Purchaser (or one of its Affiliates) shall assist Buyer with its efforts make offers of employment to enter into each of the Employment Documentation with the employees Business Employees identified in Section 2.10(a) of the Seller Disclosure Schedule 7.3(fwho are then employed by Seller or its Affiliates (each, an “Offered Employee”), which offers of employment: (i) shall be subject to the Closing occurring and shall provide for employment to begin immediately following the Closing; (ii) shall provide for the same base monthly salary or hourly wage rate, as soon applicable, as practicable after pertained to such Offered Employees immediately prior to the date hereof Closing (including any planned salary or wage rate increase theretofore communicated by Seller to Purchaser), provided, that Purchaser’s obligations pursuant to this Section 5.3(a) to offer such compensation to the Offered Employees shall be determined solely by reference to the information set forth in Section 2.10(a) of the Seller Disclosure Schedule; (iii) shall provide for the terms and conditions of employment and compensation and benefits that are no less favorable in any event the aggregate than those applicable to such Offered Employees immediately prior to the Closing Date. The Company , provided, that Purchaser’s obligations pursuant to this Section 5.3(a) to offer such compensation and benefits to the Offered Employees shall use commercially reasonable efforts be determined solely by reference to retain the Designated Contractor and information set forth on Section 2.9(a) (provided, that with respect to cause benefit plans that do not apply to all Offered Employees of Seller or the Designated Contractor to enter into the Consulting Agreement applicable Subsidiary thereof, on a uniform basis in accordance with the Buyer (terms of such benefit plan as provided to Purchaser, to the extent, as to such Offered Employees, such Section includes specific information regarding such individual’s benefit plan participation) and Section 2.10(a) of the Seller Disclosure Schedule or its designee) as otherwise provided to Purchaser by Seller on or prior to the ClosingAgreement Date and, for the avoidance of doubt, including the value of any equity awards that would have been granted to any such Offered Employee as determined pursuant to Seller’s annual compensation review process; (iv) shall offer employment at a site of employment that is within a reasonable commuting distance of such Offered Employee’s current site of employment (as disclosed in Section 2.10(a) of the Seller Disclosure Schedule); (v) may provide, at Purchaser’s discretion, and only to the extent consistent with Applicable Laws, that such employment relationship shall be terminable “at-will” by Purchaser (or one of its Affiliates) or the applicable Offered Employee; (vi) may include, at Purchaser’s discretion, the requirement that such Offered Employees execute any such lawful agreements, complete such other lawful activities, waive any severance benefits that may otherwise be triggered should their employment be terminated by Seller or any of its Affiliates, as the case may be, or meet such other lawful requirements as are customary and that Purchaser (or one of its Affiliates) may reasonably require; (vii) shall request that such Offered Employees execute a resignation and release of Seller and its Subsidiaries on customary terms, to the extent permitted by Applicable Law; and (viii) shall provide for such offer of employment to be accepted or declined no later than four (4) Business Days after the date that such offer of employment was communicated to the Offered Employee. With respect Seller may include in Section 2.10(a) of the Seller Disclosure Schedule, the open job positions/vacancies within the Business and the base salary range allocated to matters described in such positions, and to the extent that any individual is hired or offered any such position after the Agreement Date and prior to the Closing Date, Purchaser shall make such employee an offer of employment pursuant to this Section 6.10(a)5.3(a) and in all respects treat such employee as an Offered Employee. Within one (1) Business Day following the date on which Offered Employees’ employment offer responses were due, the Company will consult with Buyer Purchaser shall provide written notice to Seller indicating each Offered Employee’s response to Purchaser’s (and will consider or one of its Affiliates’) offer of employment theretofore received by Purchaser or any of its Affiliates, which notice shall be timely updated to reflect any changes in good faith the advice an Offered Employee’s response theretofore received by Purchaser or any of Buyer) prior to sending any notices or other communication materials to its employees or contractorsAffiliates, if any. (b) The parties hereto agree If any Transferred Employee has not resigned his employment with Seller, Seller shall terminate or cause to be terminated the employment of such Transferred Employee so as to take effect upon the Closing, in accordance with all Applicable Laws, or in such cases that the obligations Seller is prohibited by Applicable Law to terminate or cause to be terminated any such Transferred Employee’s employment as of Buyer the Closing, Seller shall terminate or cause to consummate be terminated any such Transferred Employee’s employment so as to take effect as of the transactions contemplated hereby first possible date following the Closing, in accordance of the requirements of Applicable Law. Seller shall be subject cooperate with and use its commercially reasonable efforts to assist Purchaser in its efforts to secure employment arrangements satisfactory to Purchaser with the Offered Employees. As applied to the satisfaction at Closing Business and Transferred Employees’ employment with Purchaser or its Affiliates, Seller shall not enforce (and shall cause its respective Affiliates not to enforce) against any Transferred Employee (or Purchaser or any of its Affiliates) any confidentiality (but only to the condition extent an alleged breach of confidentiality is related to the Business) and non-compete obligations; provided, however, that a sufficient number (as determined in the sole and unfettered discretion any employee non-solicitation covenant applicable to any Transferred Employees that prohibits such Transferred Employee from soliciting employees of the Acquiror) of Key Seller or its Affiliates who are not Business Employees shall have remained continuously employed remain in place pursuant to its terms. Seller shall provide Purchaser with such employment information as to the Company or a Subsidiary from the Agreement Date through the Closing and shall have signed the Key Employee Employment Documentation (the “Documentation Condition”). It is further agreed that the Documentation Condition is solely for the benefit of the Buyer and Offered Employees as Purchaser may be waived by the Buyer in writing in reasonably request to carry out its sole discretion without notice or Liability obligations pursuant to any Personthis Section 5.3. (c) For a period of at least one year following the Closing, Purchaser shall provide each Transferred Employee who continues to be employed by Purchaser or any of its Affiliates with (i) a base monthly salary or hourly wage rate, as applicable, at least equal to the base monthly salary or hourly wage rate applicable to such Transferred Employee immediately prior to the Closing (including any planned salary or wage rate increase theretofore communicated by Seller to Purchaser), (ii) terms and conditions of employment and compensation and benefits that are no less favorable in the aggregate than those applicable to such Transferred Employee immediately prior to the Closing, and (iii) severance and other termination pay and benefits at least equal to the payments and benefits such Transferred Employee would have been entitled to pursuant to any Employee Plan or otherwise upon termination of employment with Seller or any of its Affiliates immediately prior to the Closing, provided that, Purchaser’s obligations pursuant to this Section 5.3(c)(iii) shall be determined solely by reference to the information set forth on Section 2.9(a) (provided, that with respect to benefit plans that do not apply to all Offered Employees of Seller or the applicable Subsidiary thereof, on a uniform basis in accordance with the terms of such benefit plan as provided to Purchaser, to the extent, as to such Offered Employees, such Section includes specific information regarding such individual’s benefit plan participation) and Section 2.10(a) of the Seller Disclosure Schedule or as otherwise provided to Purchaser by Seller on or prior to the Agreement Date and, for the avoidance of doubt, including the value of any equity awards that would have been granted to any such Transferred Employee as determined pursuant to Seller’s annual compensation review process and, provided further, that any such payment or benefit shall not be less than prescribed by Applicable Law. (d) With respect to the benefit or compensation plans, programs, agreements, policies or arrangements maintained by or on behalf of Purchaser or any of its Affiliates (collectively, the “Purchaser Plans”) in which a Transferred Employee participates after the Closing, Purchaser shall credit such employee’s period of service with Seller for the purposes of determining eligibility, vesting, and amounts of paid-time off, sick leave pay, recuperation pay and severance payments and the level at which benefits accrue, under the Purchaser Plans (including any such employee’s period of service recognized under the Labor Standards Act in Taiwan and the calculation of pension benefits and the severance pay for such period in accordance with such Act). (e) Nothing contained in this Section 5.3 shall confer upon any Transferred Employee any right with respect to continuance of employment by Purchaser or any of its Affiliates, nor shall anything herein interfere with the right of Purchaser or any of its Affiliates to terminate the employment of any of the Transferred Employees at any time, with or without cause, or restrict Purchaser or any of its Affiliates in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Transferred Employees following the Closing, subject to Section 5.3(a) and Applicable Laws. (f) This Section 5.3 shall not (i) create any third party beneficiary rights in any Transferred Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Transferred Employee by Purchaser or any of its Affiliates or under any benefit plan which Purchaser or any of its Affiliates may maintain, or otherwise, or (ii) be construed as in any way modifying or amending the provisions of any benefit plan. (g) Except as set forth on Schedule 1.3(d), neither Purchaser nor any of its Affiliates will contribute to any Employee Plan or other compensation or benefit plan or agreement of Seller or any of its Affiliates. Neither Purchaser nor any of its Affiliates will assume sponsorship of, nor will they adopt as a participating company in, any Employee Plan or other compensation or benefit plan or agreement of Seller or any of its Affiliates or any part thereof. (h) Each of Purchaser and Seller agrees that it will not apply the alternative procedure contained in Section 5 of IRS Revenue Procedure 2004-53, 2004-2 C.B. 320. Accordingly, Seller acknowledges that it (or its Affiliates) will be responsible for the furnishing of a Form W-2 to each Transferred Employee which discloses all wages and other compensation paid through the period ending on the Closing Date, and applicable Taxes withheld thereon. Purchaser acknowledges that it (or its Affiliates) will be responsible for the furnishing of a Form W-2 to each Transferred Employee which discloses all wages and other compensation paid for the period beginning on the day following the Closing Date and ending on December 31, 2014 or the last day of such other year in which the Closing Date occurs, and applicable Taxes withheld thereon. (i) Seller shall, at its own expense, give all notices and other information required to be given by Seller to the Business Employees, any labor or trade union, works council or any other employee representative body, and any applicable Governmental Entity under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other Applicable Laws in connection with the execution of this Agreement or any other Transaction Document or the consummation of the Transactions. Neither Seller nor its Subsidiaries will take any action with respect to the Business Employees prior to the Closing that would constitute a plant closing or mass layoff within the meaning of, or otherwise trigger notice, compensation, or other obligations under the WARN Act. Seller shall pay all Transferred Employee bonuses and other incentive compensation, whether discretionary or otherwise that have been earned with respect to periods ending on or prior to the Closing Date, and pay all wages accrued through and ending with the Closing Date, and provide for the withholding and remittance of all applicable Tax withholdings for all such amounts. (j) Prior to the Closing, on the written request of Acquiror, Company will adopt the 2010 Equity Incentive Plan and grant to Employees New Company Options to purchase no more than 3,200,000 shares of Company Common Stock and no more than 3,900,000 New Company RSUs. Unless indicated otherwise by Acquiror in writing, such New Company Options Seller or Seller Israel shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company Option agreement and shall either (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in obtain the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as consent of the date Israeli Tax Authority approval with respect to the transfer of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); certain Employee Plans of Israeli Transferred Employees, or (ii) vest as initiate a process pursuant to which the employment of each applicable Israeli Transferred Employee shall terminate upon the Closing and Seller Israel shall release all outstanding severance funds (after depositing with such funds any Section 14 Liability). If Seller elects to proceed in accordance with (ii) above, Seller shall waive the requirement set forth in their respective Option Agreement; (iiiSection 7.2(b)(iv) become exercisable as they vest; and (iv) except as expressly provided in that Purchaser deliver the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. Unless indicated otherwise by Acquiror in writing, such New Company RSUs shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company RSU agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Restricted Stock Unit Agreement; (iii) be settled as they vest but in no event more than sixty (60) days following the applicable vesting date; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. The New Company Options and New Company RSUs shall in no way affect the calculation of the Participating Closing Amount Per Share or any other amount owing to the Closing Company Shareholders pursuant to the terms of this Agreement. All such New Company Options and New Company RSUs shall be issued in compliance with all applicable Legal RequirementsIsraeli Transferred Employee Waivers.

Employees and Contractors. (a) The With respect to any Offered Employees, the Company shall use best efforts to assist Buyer Acquirer with its efforts to enter into the Employment Documentation Documents with the employees identified in Schedule 7.3(f) such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, neither Acquirer, Sub I nor Sub II (including the First Step Surviving Corporation and the Final Surviving LLC) shall have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Named Executives and the Key Employees on the Agreement Date). With respect to matters described in this Section 5.9, the Company will not, and shall cause each of its Subsidiaries not to, send any notices or other communication materials to any of their respective employees that may adversely affect Acquirer’s attempt to hire or retain such employees without Acquirer’s prior written consent. Effective no later than immediately prior to the Closing, the Company shall, and shall cause its Subsidiaries to, terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the First Step Surviving Corporation, the Final Surviving LLC or Acquirer prior to the Closing Date and (ii) have declined an offer of continued employment with the First Step Surviving Corporation, the Final Surviving LLC or Acquirer prior to the Closing Date (the “Designated Employees”). (b) The Company shall use commercially reasonable efforts to retain the Designated Contractor each Person specified on Schedule 5.9(b) and to cause the Designated Contractor such Persons to enter into the Consulting Agreement an employment agreements with the Buyer Acquirer (or its designee) prior to the Closing. With respect to matters described in this Section 6.10(a), the Company will consult with Buyer (and will consider in good faith the advice of Buyer) prior to sending any notices or other communication materials to its employees or contractors. (b) The parties hereto agree that the obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction at Closing of the condition that a sufficient number (as determined in the sole and unfettered discretion of the Acquiror) of Key Employees shall have remained continuously employed with the Company or a Subsidiary from the Agreement Date through the Closing and shall have signed the Key Employee Employment Documentation (the “Documentation Condition”). It is further agreed that the Documentation Condition is solely for the benefit of the Buyer and may be waived by the Buyer in writing in its sole discretion without notice or Liability to any Person. (c) Prior to the Closing, on the written request of Acquiror, Company will adopt the 2010 Equity Incentive Plan and grant to Employees New Company Options to purchase no more than 3,200,000 shares of Company Common Stock and no more than 3,900,000 New Company RSUs. Unless indicated otherwise by Acquiror in writing, such New Company Options shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company Option agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Option Agreement; (iii) become exercisable as they vest; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. Unless indicated otherwise by Acquiror in writing, such New Company RSUs shall be subject to the terms and conditions of the 2010 Equity Incentive Plan and the applicable New Company RSU agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Restricted Stock Unit Agreement; (iii) be settled as they vest but in no event more than sixty (60) days following the applicable vesting date; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. The New Company Options and New Company RSUs shall in no way affect the calculation of the Participating Closing Amount Per Share or any other amount owing to the Closing Company Shareholders pursuant to the terms of this Agreement. All such New Company Options and New Company RSUs shall be issued in compliance with all applicable Legal Requirements.

Employees and Contractors. (a) The Company shall assist Buyer with its efforts to enter into the Employment Documentation In connection with the transactions contemplated by this Agreement, Sellers shall consult and cooperate with Acquiror in identifying the employees identified in Schedule 7.3(f) as soon as practicable after and contractors of Sellers that Acquiror may wish to hire. Immediately following execution of this Agreement, Acquiror shall have the date hereof right to contact such employees and in any event contractors for purposes of interviewing such employees and making offers of employment or consultancy with Acquiror or a subsidiary of Acquiror providing for a base salary not less than the base salary each is receiving prior to the execution of this Agreement (in each case such offer of employment or consultancy being contingent upon the Closing Date. The Company shall use commercially reasonable efforts to retain the Designated Contractor and to cause the Designated Contractor to enter into the Consulting Agreement with the Buyer (or its designee) prior to the Closing. With respect to matters described in this Section 6.10(a), the Company will consult with Buyer (and will consider in good faith the advice of Buyer) prior to sending any notices or other communication materials to its employees or contractors. (b) The parties hereto agree that the obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction at Closing Effective as of the condition that Closing Date, each employee and contractor of Sellers who accepts an offer of employment or consultancy with Acquiror (or a sufficient number (subsidiary of Acquiror) shall have his or her employment or consultancy with Sellers terminate as determined in the sole and unfettered discretion of the AcquirorClosing Date. Each Seller agrees to use its commercially reasonable efforts to (i) retain its employees and contractors as of Key Employees shall have remained continuously employed with the Company or a Subsidiary from the Agreement Date (or contractors if such individual is a current consultant to the Sellers) through the Closing Date, and (ii) assist Acquiror in securing the employment or engagement of such employees and contractors on the Closing Date. Each Seller shall have signed immediately on the Key Employee Employment Documentation Closing Date dismiss any of the employees identified for retention by the Acquiror at the Closing Date, or as soon as practicable subsequent to Closing, to the extent required by Legal Requirements (the “Documentation Condition”for example, due to pregnancy or reserve duty). It is further agreed that the Documentation Condition is solely for the benefit of the Buyer and may Each Seller shall make payments to all employees to be waived retained by the Buyer Acquiror for all amounts payable for their employment by each Seller and the termination thereof, to include, without limitation, by way of compensation as required by law or by their employment agreements, or as are in writing in accordance with its sole discretion without notice normal policy or Liability to any Personpractice, whichever are higher. (c) Prior Each Seller employee or contractor who is employed or engaged by Sellers on the Closing Date and who is offered, accepts and commences employment or a consultancy with the Acquiror (or a subsidiary of Acquiror) (each a “Transferred Individual”) shall execute and deliver such documents as Acquiror may reasonably require in connection with the commencement of employment or consulting services, including, without limitation, an employment agreement, consulting agreement, offer letter, nondisclosure and invention assignment agreement and any other documents that may be required by applicable Legal Requirements. Without prejudice to the Closinggenerality of the above, a term of employment with the Acquiror shall be a signed declaration, on a document supplied by the written request of Acquiror’s lawyers, Company will adopt the 2010 Equity Incentive Plan and grant to Employees New Company Options to purchase no more than 3,200,000 shares of Company Common Stock and no more than 3,900,000 New Company RSUs. Unless indicated otherwise by Acquiror in writing, such New Company Options shall be subject to the terms and conditions each of the 2010 Equity Incentive Plan employees accepting employment with the Acquiror that he/she has (a) received all salaries and the applicable New Company Option agreement and shall (i) be issued solely other benefits to those persons to whom Acquiror makes an offer of continued employment in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada)he/she is entitled from Sellers; (iib) vest as set forth in their respective Option Agreement; (iii) become exercisable as they vestreceived all severance and other payments payable pursuant to law and each Seller’s current practices; and (ivc) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. Unless indicated otherwise by Acquiror in writing, such New Company RSUs shall be subject has waived to the terms and conditions of the 2010 Equity Incentive Plan and the fullest extent permitted by applicable New Company RSU agreement and shall (i) be issued solely to those persons to whom Acquiror makes an offer of continued employment law all claims in the amount to be agreed upon by Acquiror (which shall include only (A) U.S. and Canada employees who have signed Employment Documentation and remain employed as of the date of grant (which will be the day before closing) and (B) selected employees outside the U.S. and Canada); (ii) vest as set forth in their respective Restricted Stock Unit Agreement; (iii) be settled as they vest but in no event more than sixty (60) days following the applicable vesting date; and (iv) except as expressly provided in the 2010 Equity Incentive Plan, shall not provide for acceleration of vesting upon any event. The New Company Options and New Company RSUs shall in no way affect the calculation of the Participating Closing Amount Per Share or any other amount owing relation to the Closing Company Shareholders pursuant to the terms of this Agreement. All such New Company Options above against both Sellers and New Company RSUs shall be issued in compliance with all applicable Legal Requirements.the