Common use of Stock Options; Restricted Stock Units Clause in Contracts

Stock Options; Restricted Stock Units. Each option to purchase Shares under any employee stock option or compensation plan or arrangement of Company (a “Company Option”), outstanding immediately prior to the Acceptance Date, whether vested or unvested, shall be canceled at the Acceptance Date and shall thereafter represent the right to receive from Purchaser, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company Option immediately prior to the Acceptance Date, multiplied by (B) the amount, if any, by which the Offer Price exceeds the exercise price per share of Shares previously subject to such Company Option. Each restricted stock unit with respect to Shares (“Company RSUs”) outstanding immediately prior to the Acceptance Date, whether vested or unvested, shall be canceled at the Acceptance Date, and shall thereafter represent the right to receive, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company RSU immediately prior to the Acceptance Date, multiplied by (B) the Offer Price. Company shall use commercially reasonable efforts to effectuate the foregoing, including but not limited to, amending the Company Stock Plans, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Acceptance Date, no person shall have any right under the Company Stock Plans, except otherwise as set forth herein. Company shall deliver to the holders of Company Options and Company RSUs appropriate notices at a time and in a form reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of United States federal, state, local or outside the United States Tax Law, including any withholding from any payment that is treated as wages or compensation for the performance of services.

Stock Options; Restricted Stock Units. Each (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase Shares (the “Company Stock Options”) and each Restricted Stock Unit (the “Company RSUs” and, together with the Company Stock Options, the “Company Compensatory Awards”) outstanding under any employee or director stock option or compensation plan or arrangement of the Company (a “Company OptionStock Incentive Plan”), outstanding whether or not vested or exercisable, shall be canceled as described below. (b) At or immediately prior to the Acceptance DateEffective Time, whether vested or unvested, each Company Stock Option shall be canceled canceled, and the Company shall pay each holder of any such Company Stock Option at or promptly after the Acceptance Date and shall thereafter represent Effective Time for each such Company Stock Option an amount of cash and/or shares of Parent Common Stock derived from the right to receive from PurchaserCompany Shares Merger Consideration determined by multiplying (x) the excess, at if any, (the Acceptance Date or as soon as practicable thereafter, in full satisfaction “Excess”) of the rights Company Shares Merger Consideration over the applicable exercise price of such Company Stock Option (which Excess shall be determined by first reducing the holder with respect theretoCompany Share Cash Consideration by the exercise price of such Company Stock Option and, an if the exercise price of such Company Stock Option exceeds the Company Share Cash Consideration (the amount in cash of such excess, the “Exercise Excess”), by then reducing the Company Share Stock Consideration by the number of shares of Parent Common Stock (or fraction thereof) equal to the product quotient obtained by dividing the Exercise Excess by the Market Price per share of Parent Common Stock) by (Ay) the number of Company Shares subject to such holder could have purchased (assuming full vesting of Company Stock Options) had such holder exercised such Company Stock Option in full immediately prior to the Acceptance Date, multiplied by (B) the amountEffective Time; provided that, if any, by which the Offer Price exceeds the exercise price of any such option is equal to or greater than the Per Share Amount, such option shall be canceled without any payment being made in respect thereof; provided, further, that in the case of the Selected Company Performance Stock Options, the amount of any Excess that would have been paid in cash pursuant to the foregoing shall instead be paid in that number of shares of Parent Common Stock that is equal to the quotient obtained by dividing (I) the amount of any such Excess that would have been paid in cash by (II) the Market Price per share of Shares previously Parent Common Stock (unless, as a result of this second proviso and/or the proviso to Section 2.05(c), Parent would be issuing an aggregate number of shares of Parent Common Stock pursuant to this Article 2 that would require a vote of Parent’s stockholders under the rules of the NASDAQ (as determined by Parent in good faith), in which case Parent shall reduce the amount of shares of Parent Common Stock that would be payable pursuant to this second proviso and the proviso to Section 2.05(c) so as to no longer be subject to such Company Optionrequirement). Each restricted stock unit with respect to Shares (“Company RSUs”) outstanding immediately prior Amounts payable pursuant to the Acceptance Date, whether vested or unvested, preceding sentence shall be canceled at the Acceptance Date, and shall thereafter represent the right to receive, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company RSU immediately prior to the Acceptance Date, multiplied reduced by (B) the Offer Price. Company shall use commercially reasonable efforts to effectuate the foregoing, including but not limited to, amending the Company Stock Plans, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Acceptance Date, no person shall have any right under the Company Stock Plans, except otherwise as set forth herein. Company shall deliver to the holders of Company Options and Company RSUs appropriate notices at a time and in a form reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section such amounts as it the Exchange Agent, the Surviving Corporation or Parent is required to deduct and withhold with respect pursuant to Section 2.07. At the direction of Parent, payment of any cash amounts to be paid pursuant to this Section 2.05(b) may be made through the Company’s (or the Surviving Corporation’s) payroll. (c) Company RSUs will be canceled at or immediately prior to the making Effective Time and, in lieu thereof, the holders of such Company RSUs shall be entitled to receive payment of cash and/or shares of Parent Common Stock derived from the Company Shares Merger Consideration promptly following the Effective Time of an amount equal to the product obtained by multiplying (x) the aggregate number of Company Shares subject to such Company RSUs by (y) the Company Shares Merger Consideration; provided that, in the case of the Selected Company Performance RSUs, the portion of the foregoing consideration that would be paid in cash (which, for the avoidance of doubt, consists of the product obtained by multiplying (A) the aggregate number of Company Shares subject to such Selected Company Performance RSUs by (B) the Company Share Cash Consideration) shall instead be paid in that number of shares of Parent Common Stock that is equal to the quotient obtained by dividing (I) the amount of the aggregate Company Share Cash Consideration that would be paid pursuant to the foregoing by (II) the Market Price per share of Parent Common Stock (unless, as a result of this proviso and/or the second proviso to Section 2.05(b), Parent would be issuing an aggregate number of shares of Parent Common Stock pursuant to this Article 2 that would require a vote of Parent’s stockholders under the rules of the NASDAQ (as determined by Parent in good faith), in which case Parent shall reduce the amount of shares of Parent Common Stock that would be payable pursuant to this proviso and the second proviso to Section 2.05(b) so as to no longer be subject to such requirement). Amounts payable pursuant to the preceding sentence shall be reduced by such amounts as the Exchange Agent, the Surviving Corporation or Parent is required to deduct and withhold pursuant to Section 2.07. At the direction of Parent, payment of any cash amounts to be paid pursuant to this Section 2.05(c) may be made through the Company’s (or the Surviving Corporation’s) payroll. (d) The parties agree that, following the Effective Time, no holder of a Company Compensatory Award or any participant in any Company Stock Incentive Plan, or Employee Plan or employee benefit arrangement of the Company under any provision of United States federal, state, local or outside the United States Tax Law, employment agreement shall have any right thereunder to acquire any equity interest (including any withholding from “phantom” stock or stock appreciation rights) in the Company, any payment that is treated as wages of its subsidiaries or compensation for the performance Surviving Corporation. The amounts to be paid to holders of servicesCompany Stock Options, Company RSUs, Selected Company Performance Stock Options and Selected Company Performance RSUs pursuant to Section 2.05 shall be subject to Section 2.09.

Stock Options; Restricted Stock Units. Each option to purchase Shares under any employee stock option (a) At the Effective Time, each Company Stock Option (or compensation plan or arrangement portion thereof) that is outstanding and vested as of Company (a “Company Option”), outstanding immediately prior to the Acceptance DateEffective Time (or that vests as a result of the consummation of the transactions contemplated hereby) (each, whether vested or unvesteda “Cancelled Option”) shall, shall be canceled by virtue of the Merger and effective at the Acceptance Date Effective Time, be cancelled and shall thereafter represent terminated and converted into the right to receive from Purchaseran amount in cash, at without interest, with respect to each share of Company Stock underlying such Cancelled Option, equal to the Acceptance excess, if any, of the Closing Date or Merger Consideration Value over the per share exercise price of such Cancelled Option (such amount being hereinafter referred to as the “Cancelled Option Consideration”). The holder of each Cancelled Option shall, with respect to each share of Company Stock underlying such Cancelled Option, receive as soon as practicable thereafter, after the Effective Time (but in full satisfaction no event later than earlier of the rights of fifth Business Day after the holder with respect theretoClosing Date and the Surviving Corporation’s first full payroll after the Effective Time) from the Surviving Corporation, an amount in cash equal to the product of (A) the number of Shares subject to such Company Cancelled Option immediately prior to the Acceptance Date, multiplied by (B) the amount, if any, by which the Offer Price exceeds Consideration. If the exercise price per share of Shares previously subject any such Cancelled Option is equal to or greater than the Closing Date Merger Consideration Value, such Company Option. Each restricted stock unit with Stock Option shall be cancelled without any cash payment being made in respect to Shares thereof. (“b) At the Effective Time, each Company RSUs”Stock Option (or portion thereof) that is outstanding and unvested as of immediately prior to the Acceptance DateEffective Time (and does not vest as a result of the consummation of the transactions contemplated hereby), whether vested or unvestedand that is held by a continuing service provider, shall be canceled assumed by Parent (each, an “Assumed Option”). Each such Assumed Option shall be subject to substantially the same terms and conditions as applied to the related Company Stock Option immediately prior to the Effective Time, including the vesting schedule applicable thereto, except as set forth in the remainder of this Section 2.04(b). The number of shares of Parent Stock subject to each Assumed Option shall be equal to the product of (x) the number of shares of Company Stock underlying such unvested Assumed Option as of immediately prior to the Effective Time multiplied by (y) the Assumed Award Exchange Ratio (with the resulting number rounded down to the nearest whole share). The per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by (y) the Assumed Award Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). The assumption of Assumed Options pursuant to this Section shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section shall be construed consistent with this intent. (c) At the Effective Time, each award of Company Restricted Stock Units (or portion thereof) that is outstanding and vested immediately prior to the Effective Time (or that vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled RSU”) shall, by virtue of the Merger and at the Acceptance Datedirection of Parent (which is hereby given pursuant to this Agreement), be cancelled and shall thereafter represent terminated and converted into the right to receivereceive an amount in cash, at without interest, with respect to each share of Company Stock underlying such Cancelled RSU, equal to the Acceptance Closing Date or Merger Consideration Value (the “Cancelled RSU Consideration”). The holder of each Cancelled RSU shall, with respect to each share of Company Stock underlying such Cancelled RSU, receive as soon as practicable thereafter, after the Effective Time (but in full satisfaction no event later than the earlier of the rights of fifth Business Day after the holder with respect thereto, Closing Date and the Surviving Corporation’s first full payroll after the Effective Time) from the Surviving Corporation an amount in cash equal to the Cancelled RSU Consideration. (d) At the Effective Time, each award of Company Restricted Stock Units (or portion thereof) that is outstanding and unvested immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) and that is held by a continuing service provider shall, by virtue of the Merger, be assumed by Parent (each, an “Assumed RSU”). The number of shares of Parent Stock subject to each Assumed RSU shall be equal to the product of (Ai) the number of Shares subject to shares of Company Stock underlying such unvested Company RSU Restricted Stock Unit award as of immediately prior to the Acceptance Date, Effective Time multiplied by (Bii) the Offer PriceAssumed Award Exchange Ratio (with the resulting number rounded down to the nearest whole share). Except as otherwise agreed to by Parent and a holder of such Assumed RSUs, such Assumed RSUs will be subject to substantially the same terms and conditions as applied to the related award of Company Restricted Stock Units immediately prior to the Effective Time, including the same vesting schedule applicable thereto. (e) The Company shall use commercially reasonable efforts take all actions necessary to effectuate effect the foregoingtransactions contemplated by this Section 2.04 under all Company Plans and Company Compensatory Awards or any other plan or arrangement of the Company, including but not limited todelivering all required notices, amending the Company Stock Plansobtaining all necessary consents, sending out the requisite notices and obtaining all consents any required determinations and/or resolutions of the Company’s Board of Directors or a committee thereof. (f) Parent shall take such actions as are necessary to cash out and cancel all Company for the assumption of the Assumed Options and Company the Assumed RSUs necessary to ensure that, after the Acceptance Date, no person shall have any right under the Company Stock Plans, except otherwise as set forth herein. Company shall deliver to the holders of Company Options and Company RSUs appropriate notices at a time and in a form reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section such amounts 2.04, including the reservation, issuance and listing of Parent Stock as it is required necessary to deduct effectuate the transactions contemplated by this Section 2.04. Parent shall prepare and withhold file with the SEC, within 15 Business Days after the Closing Date, a registration statement on an appropriate form, or a post-effective amendment to a registration statement on an appropriate form previously filed under the 1933 Act, with respect to the making shares of Parent Stock subject to the Assumed Options and the Assumed RSUs and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such payment under registration statement covering such Assumed Options and the Assumed RSUs (and to maintain the current status of any provision of United States federal, state, local or outside prospectus contained therein) for so long as such Assumed Options and the United States Tax Law, including any withholding from any payment that is treated as wages or compensation for the performance of servicesAssumed RSUs remain outstanding.

Stock Options; Restricted Stock Units. Each (a) Upon the Closing Date, each then outstanding option or warrant to purchase Class A Shares under any employee stock (a "CLASS A OPTION") and each then outstanding option or compensation plan or arrangement of Company warrant to purchase Class B Shares (a “Company "CLASS B OPTION" which together with a Class A Option”, a "COMPANY STOCK OPTION"), outstanding immediately prior to the Acceptance Date, whether vested or unvestednot then exercisable, shall be canceled at cancelled by the Acceptance Date Company and shall thereafter represent in consideration of such cancellation and except to the right to receive from Purchaserextent that Parent or Merger Sub and the holder of any such Company Stock Option otherwise agree, the Company (or, at Parent's option, Merger Sub) shall pay to each holder of a Company Stock Option, on the Acceptance Date or Closing Date, the excess of (i) the Applicable Consideration (as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to defined below) over (ii) the product of (A) the per-share exercise price of such Company Stock Option and (B) the number of Shares shares subject to such Company Option immediately prior Stock Option, less (C) all required tax withholdings; provided, that if the amount described in clause (ii) exceeds the cash portion of the Applicable Consideration, the holder shall be obligated to pay the amount of such excess to the Acceptance Company or Merger Sub, as applicable, in cash and the Company or Merger Sub, as applicable, shall deliver only the non-cash portion of the Applicable Consideration to the holder. (b) Upon the Closing Date, multiplied by each then (Bc) the amount, if any, by which the Offer Price exceeds the exercise price per share of Shares previously subject to such Company Option. Each outstanding restricted stock unit with respect to Shares (“Company RSUs”each a "RESTRICTED STOCK UNIT") outstanding immediately prior to the Acceptance Date, whether vested or unvestednot then vested, shall be canceled at cancelled by the Acceptance Date, Company and the Company shall thereafter represent the right pay to receive, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect theretothereof the Applicable RSU Consideration (as defined below), an amount in cash equal to less all required tax withholdings. "THE APPLICABLE CONSIDERATION" means either the product of (A) Applicable RSU Cash Consideration or the number of Shares subject to such Company Applicable RSU immediately prior to Merger Consideration, as elected by the Acceptance Date, multiplied by (B) holder before the Offer Price. Company shall use commercially reasonable efforts to effectuate the foregoing, including but not limited to, amending the Company Stock Plans, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Acceptance Date, no person shall have any right under the Company Stock Plans, except otherwise as set forth herein. Company shall deliver to the holders of Company Options and Company RSUs appropriate notices at a time and in a form reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of United States federal, state, local or outside the United States Tax Law, including any withholding from any payment that is treated as wages or compensation for the performance of servicesClosing.