Common use of Merger or Change in Control Clause in Contracts

Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, the Award will be treated as the Administrator determines, including, without limitation, that the Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all equity awards similarly in the transaction. In the event that the successor corporation does not assume or substitute for the Award, all vesting restrictions on Restricted Stock Units will lapse, and, with respect to an Award with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. For the purposes of this subsection (b), the Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the transaction, the consideration (whether stock, cash, or other securities or property) received in the transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. Notwithstanding anything in this Section 6(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-transaction corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

Merger or Change in Control. In the event of a merger or Change in Control of the Company: 1. notwithstanding anything to the contrary in this Option Agreement, the Performance Period shall be deemed to have ended on the closing date of such merger or Change in Control and the per share value of the consideration of the Company’s Class A Common Stock in such transaction shall be used to calculate Annualized TSR instead and in lieu of the Ending Stock Price as stated in the Notice of Grant (it being understood, for the avoidance of doubt, that any dividends paid during the measurement period shall be included in such calculation), and (a) in the event the successor corporation assumes, substitutes or replaces this Option, the number of Earned Shares shall equal (x) the number of Shares underlying this Option, after giving effect to the Performance Metrics, multiplied by (y) a fraction, the numerator of which equals the numbers of days from the Date of Grant to the closing date of such merger or Change in Control and the denominator of which equals the number of days in the Performance Period had such merger or Change in Control not occurred (the “Proration Ratio”). The portion of this Option that would constitute Earned Shares pursuant to clause (x) above but for the Proration Ratio shall vest in even monthly installments following such closing through the remainder of the Performance Period based solely on Participant’s continued service to the Company or any successor corporation (subject to acceleration based on any applicable written agreement or any applicable Plan provision) and not as a result of the continued performance of the Company with or into another corporation or other entity or a Change in Control, the Award will be treated as the Administrator determines, including, without limitation, that the Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the such successor corporation. The Administrator will not be required to treat all equity awards similarly ; and (b) in the transaction. In the event that the successor corporation does not assume assume, substitute or substitute for replace this Option, consistent with and subject to the Award, all vesting restrictions on Restricted Stock Units will lapse, and, with respect to an Award with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%terms of Section 17(c)(i) of target levels and all other terms and conditions met. For the purposes of this subsection (b)Plan, the Award will be considered assumed ifParticipant shall, following immediately prior to the merger or Change in Control, the Award confers fully vest in and have the right to purchase exercise this Option as to all of the Shares underlying this Option, after giving effect to the Performance Metrics, including Shares as to which this Option would not otherwise be vested or receiveexercisable. Additionally, for each Share consistent with and subject to the Award immediately prior to terms of Section 17(c)(i) of the transactionPlan, the consideration (whether stockParticipant, cashupon a termination of the Participant by the Company or a Related Entity without Cause or a resignation of the Participant with Good Reason, or other securities or property) received in the transaction by holders shall receive one year of Common Stock additional vesting for each Share held on full year of service performed for the effective date of the transaction (and if holders were offered Company or a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares)Related Entity; provided, howeverthat such termination or resignation occurs within the twelve (12) month period following a Change in Control. Effective December 7, that if such consideration received in the transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. Notwithstanding anything in this Section 6(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-transaction corporate structure will not be deemed to invalidate an otherwise valid Award assumption.2015

Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, the Award Option will be treated as the Administrator determines, including, without limitation, that the Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all equity awards similarly in the transaction. In the event , provided that the successor corporation does Administrator may not assume or substitute for accelerate the Awardvesting of any portion of the Option, all vesting restrictions on Restricted Stock Units and any portion of the Option that is unvested as of the effective time of a Change in Control will lapseterminate automatically upon such effective time. Notwithstanding anything to the contrary herein, andupon a Change in Control, with respect to an Award with performance-based vesting, all performance goals or other vesting criteria any vested and unexercised portion of the Option will be deemed achieved at one hundred percent (100%) exercisable until the Expiration Date of target levels and all other terms and conditions metthe Option. For the purposes of this subsection (b)Section 7.3, the Award Option will be considered assumed if, following the merger or Change in Control, the Award Option confers the right to purchase or receive, for each Share subject to the Award Option immediately prior to the transactionChange in Control, the consideration (whether stock, cash, or other securities or property) received in the transaction Change in Control by holders of Common Stock Ordinary Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the payout exercise of a Restricted Stock Unitthe Option, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock Ordinary Shares in the transactionChange in Control. Notwithstanding anything in this Section 6(c) 7.3 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals Option will not be considered assumed if the Company or its successor modifies any of such performance goals under this Agreement without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-transaction Change in Control corporate structure or in accordance with Section 7.1 will not be deemed to invalidate an otherwise valid Award Option assumption.