Common use of Payment of Unvested Cash Clause in Contracts

Payment of Unvested Cash. (Options/RSUs) and Unvested Cash (PSUs). The cash payment pursuant to (i) Section 1.8(a)(iv) for Unvested Company Options and Unvested Company RSUs shall remain subject to the same terms, conditions, restrictions and vesting arrangements that were applicable to such Unvested Company Options or Unvested Company RSUs, including those provisions for accelerated vesting on certain terminations of employment and (ii) Section 1.8(a)(v) for Unvested Company PSUs shall remain subject to the same terms, conditions, restrictions and service-based vesting arrangements that were applicable to such Unvested Company PSUs, including those provisions for accelerated vesting on certain terminations of employment, in each case, as in effect from time to time unless otherwise superseded by any applicable Contract between the holder thereof and the Company or Parent or their respective Affiliates, but effective from and after the Effective Time; provided that any performance-based vesting conditions shall no longer apply from and after the Effective Time. Therefore, the Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) shall not be payable by Parent at the Effective Time, and shall instead become payable by Parent on the date that such Unvested Company Option, Unvested Company RSU or Unvested Company PSUs would have become vested in accordance with their terms. To the extent vested, Parent shall make, or in its discretion shall cause the Surviving Corporation to make, all such required payments to holders of Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) no later than the end of the second completed payroll cycle following the date on which the corresponding Unvested Company Option, Unvested Company RSU and Unvested Company PSU would have become vested under the vesting schedule in place for such awards at the Effective Time and in no event later than two and one-half (2.5) months following the end of the calendar year in which the corresponding Unvested Company Option, Unvested Company RSU or Unvested Company PSU, would have become vested (subject to other restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter); provided that to the extent payment within such time or on such date would trigger a Tax or penalty under Section 409A of the Code, such payments shall be made on the earliest date that payment would not trigger such Tax or penalty. The Unvested Cash (Options/RSUs) payable pursuant to Section 1.8(a)(iv) and Unvested Cash (PSUs) payable pursuant to Section 1.8(a)(v) on a given payment date shall be rounded down to the nearest cent and computed after aggregating Cash-Out Amounts for all Unvested Company Options, Unvested Company RSUs and Unvested Company PSUs represented by a particular grant previously held by such Person that would have vested on the relevant vesting date. No Unvested Cash (Options/RSUs) or Unvested Cash (PSUs), or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) in accordance with this Agreement.

Payment of Unvested Cash. (Options/RSUs) and Unvested Cash (PSUs). The cash payment pursuant to (iA) Section 1.8(a)(iv1.8(a)(iii) for Unvested Company Options and Unvested Company RSUs shall remain be subject to the same terms, conditions, restrictions and vesting arrangements (including all provisions with respect to the acceleration of vesting following the Effective Time that would apply if such awards were assumed by Parent pursuant to the Company’s Amended and Restated Severance and Change in Control Benefits Plan (the “CIC Plan”) and/or any retention agreement set forth on Schedule 1.8(a) of the Company Disclosure Letter after giving effect to the applicable Employment Offer Documents) that were applicable to such Unvested Company Options or Unvested Company RSUs, including those provisions for accelerated vesting on certain terminations of employment and (iiB) Section 1.8(a)(v1.8(a)(iv) in exchange for Unvested Company PSUs shall remain be subject to the same terms, conditions, restrictions and service-based vesting arrangements after giving effect to the applicable Employment Offer Documents that were applicable to such Unvested Company PSUs, including those provisions for accelerated vesting on certain terminations of employment, in each case, case as in effect from time to time unless otherwise superseded by any applicable Contract between the holder thereof and the Company or Parent or their respective Affiliates, but effective from and after of the Effective Time; provided that any performance-based vesting conditions shall no longer apply from Time by virtue of Section 1.8(a)(iii) and after the Effective TimeSection 1.8(iv) as applicable. Therefore, the Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) shall not be payable by Parent at the Effective Time, and shall instead become payable by Parent on the date that such Unvested Company OptionOptions, Unvested Company RSU or Unvested Company PSUs would have become vested under the vesting schedule in accordance place for such awards at the Effective Time (subject to the restrictions and other terms of such vesting schedule and giving effect to the applicable terms with their termsrespect to acceleration of vesting under the CIC Plan and/or any retention agreement set forth on Schedule 1.8(a) of the Company Disclosure Letter and applicable Employment Offer Document); provided that if such conditions and terms are not satisfied and vesting ceases at any point after the Effective Time (after giving effect to any applicable terms of acceleration), no such cash payments shall be made. To the extent vested, Parent shall make, or in its discretion shall cause the Surviving Corporation to make, all such required payments to holders of Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) no later than the earlier of (A) the end of the second completed payroll cycle following the date on which the corresponding Unvested Company Option, Unvested Company RSU and Unvested Company PSU PSUs would have become vested under the vesting schedule in place for such awards at the Effective Time and (B) the 15th day of the calendar month following the date on which the corresponding Unvested Company Option, Unvested Company RSU and Unvested Company PSUs would have become vested under the vesting schedule in place for such awards at the Effective Time and in no event later than two and one-half (2.5) months following the end of the calendar year in which the corresponding Unvested Company Option, Unvested Company RSU or Unvested Company PSUPSUs, would have become vested (subject to other the restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under the CIC Plan and/or any retention agreement (or form thereof) set forth on Schedule 2.13(a1.8(a) of the Company Disclosure LetterLetter and applicable Employment Offer Documents); provided that Parent and the Surviving Corporation shall be entitled to deduct and withhold from such Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) the extent payment within such time or on such date would trigger amount of withholding for Taxes required to be deducted and withheld as a Tax or penalty under Section 409A result of the Code, such payments shall be made on the earliest date that payment would not trigger such Tax or penaltyTransactions. The Unvested Cash (Options/RSUs) payable pursuant to Section 1.8(a)(iv1.8(a)(iii) and Unvested Cash (PSUs) payable pursuant to this Section 1.8(a)(v) on a given payment date shall be rounded down to the nearest cent and computed after aggregating Cash-Out Amounts for all Unvested Company Options, Unvested Company RSUs and Unvested Company PSUs represented by a particular grant previously held by such Person that would have vested on the relevant vesting date. All amounts payable pursuant to Section 1.8(a)(v) and Section 1.8(a)(iv) shall be paid without interest. No Unvested Cash (Options/RSUs) or Unvested Cash (PSUs), or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash (Options/RSUs) and Unvested Cash (PSUs) in accordance with this Agreement.