Common use of Stock Options, RSUs and ESPP Clause in Contracts

Stock Options, RSUs and ESPP. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, other than the Identified RSU Conversion Company Options (as defined in Section 5.3(b)) and the Company Options what are Identified Termination Company Awards (as defined in Section 5.3(c)), shall be converted into and become an option to purchase Parent Common Stock, with such conversion effected through Parent, at Parent’s option, either: (i) assuming such Company Option; or (ii) replacing such Company Option by issuing a reasonably equivalent replacement stock option to purchase Parent Common Stock in substitution therefor, in either case in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Equity Plan and the terms of the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed or replaced by Parent shall thereupon be converted into options with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Company Option assumed or replaced by Parent may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Company Option assumed or replaced by Parent shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined below), and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (C) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed or replaced by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Conversion Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (D) subject to the terms of the stock option agreement by which such Company Option is evidenced, any restriction on the exercise of any Company Option assumed or replaced by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption or replacement of such Company Option; provided, however, that Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed or replaced by Parent. The “Conversion Ratio” shall be equal to the lesser of: (1) the quotient of (x) the sum of the Per Share Cash Amount plus the Specified Dividend Per Share Amount (such sum, the “Conversion Per Share Amount”), divided by (y) the average of the closing sale prices of a share of Parent Common Stock as reported on the NASDAQ Global Select Market for each of the five consecutive trading days immediately preceding the Closing Date (the “Average Parent Stock Price”); and (2) the maximum conversion ratio that would enable Parent to convert Company Options and Company RSUs that are not Identified Termination Company Awards into equity awards of Parent in accordance with this Section 5.3 and the methodology set forth in Schedule 4 to the Amendment (the “Foundry Equity Award Conversion Methodology”) without a vote of Parent’s stockholders being required under applicable Legal Requirements to approve the issuance of such equity awards of Parent. (b) At the Effective Time, each Identified RSU Conversion Company Option that is outstanding and unexercised immediately prior to the Effective Time shall neither be assumed nor replaced by Parent with a substituted equivalent Parent stock option, and such Identified RSU Conversion Company Option shall terminate in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Equity Plan and the terms of the stock option agreement by which such Company Option is evidenced. At the Effective Time, Parent shall grant to each holder of a terminated Identified RSU Conversion Option a fully-vested right to be issued Parent Common Stock upon settlement thereof (the “Replacement Right”), with such settlement to occur promptly after the Closing Date. The number of shares of Parent Common Stock subject to such Replacement Right shall, subject to withholding pursuant to Section 1.7(e), be determined by multiplying (i) the number of shares of Company Common Stock that were subject to such Identified RSU Conversion Company Option immediately prior to the Effective Time, by (ii) the fraction having a numerator equal to the amount by which the Conversion Per Share Amount exceeds the exercise price of such Identified RSU Conversion Company Option, and having a denominator equal to the Average Parent Stock Price, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock. For purposes of this Agreement, an “Identified RSU Conversion Company Option” shall mean any Company Option that has an exercise price of less than the Conversion Per Share Amount and is required to be replaced with a right to be issued Parent Common Stock in accordance with the Foundry Equity Award Conversion Methodology.

Stock Options, RSUs and ESPP. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, other than the Identified RSU Conversion Company Options (as defined in Section 5.3(b)) and the Company Options what are Identified Termination Company Awards (as defined in Section 5.3(c)), shall be converted into and become an option to purchase Parent Common Stock, with such conversion effected through Parent, at Parent’s option, either: (i) assuming such Company Option; or (ii) replacing such Company Option by issuing a reasonably equivalent replacement stock option to purchase Parent Common Stock in substitution therefor, in either case in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Equity Plan and the terms of the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed or replaced by Parent shall thereupon be converted into options with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Company Option assumed or replaced by Parent may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Company Option assumed or replaced by Parent shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined below), and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (C) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed or replaced by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Conversion Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (D) subject to the terms of the stock option agreement by which such Company Option is evidenced, any restriction on the exercise of any Company Option assumed or replaced by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption or replacement of such Company Option; provided, however, that Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed or replaced by Parent. The “Conversion Ratio” shall be equal to the lesser of: sum of (1) the quotient of Exchange Ratio; plus (x2) the sum of fraction having a numerator equal to the Per Share Cash Amount plus the Specified Dividend Per Share Amount (such sum, the “Conversion Per Share Amount”), divided by (y) and having a denominator equal to the average of the closing sale prices of a share of Parent Common Stock as reported on the NASDAQ Global Select Market for each of the five consecutive trading days immediately preceding the Closing Date (the “Average Parent Stock Price”); and (2) the maximum conversion ratio that would enable Parent to convert Company Options and Company RSUs that are not Identified Termination Company Awards into equity awards of Parent in accordance with this Section 5.3 and the methodology set forth in Schedule 4 to the Amendment (the “Foundry Equity Award Conversion Methodology”) without a vote of Parent’s stockholders being required under applicable Legal Requirements to approve the issuance of such equity awards of Parent. (b) At Prior to the Effective Time, the Company shall cause each unexercised Identified RSU Conversion Company Option that is outstanding and unexercised immediately prior to the Effective Time shall neither (whether or not vested) to be assumed nor replaced by Parent with a substituted equivalent Parent stock optioncancelled, terminated and such Identified RSU Conversion Company Option shall terminate in accordance with the terms (as in effect extinguished as of the date of this Agreement) of the applicable Company Equity Plan and the terms of the stock option agreement by which such Company Option is evidenced. At the Effective Time, Parent shall grant to each and upon the cancellation thereof the holder of a terminated each such Identified RSU Conversion Company Option a fully-vested shall be granted the right to be issued Parent Common Stock upon settlement thereof (the “Replacement Right”)receive, with such settlement to occur promptly after the Closing Date. The number in respect of shares each share of Parent Company Common Stock subject to such Replacement Right shall, subject to withholding pursuant to Section 1.7(e), be determined by multiplying (i) the number of shares of Company Common Stock that were subject to such Identified RSU Conversion Company Option immediately prior to such cancellation, an amount (subject to any applicable withholding Tax) in cash equal to: (i) the Effective Time, sum of (A) the Per Share Cash Amount plus (B) an amount equal to the product of the Exchange Ratio multiplied by the Average Parent Stock Price (such sum being referred to as the “Gross Cash Amount”); minus (ii) the fraction having a numerator equal exercise price per share of Company Common Stock subject to the amount by which the Conversion Per Share Amount exceeds such Identified Company Option (it being understood that, if the exercise price payable in respect of a share of Company Common Stock subject to any such Identified RSU Conversion Company OptionOption equals or exceeds the Gross Cash Amount, and having a denominator equal then the amount payable under this Section 5.3(b) with respect to such Identified Company Option shall be zero). Each holder of an outstanding Identified Company Option cancelled as provided in this Section 5.3(b) shall cease to have any rights with respect thereto, except the Average right to receive the cash consideration (if any) specified in this Section 5.3(b), without interest. Parent Stock Price, and rounding shall cause the resulting number down cash payments described in this Section 5.3(b) to be paid promptly following the nearest whole number of shares of Parent Common StockEffective Time. For purposes of this Agreement, an “Identified RSU Conversion Company Option” shall mean any a Company Option identified by Parent prior to the Effective Time that has an exercise price is held by: (1) any member of less than the Conversion Per Share Amount board of directors of the Company; (2) any of the individuals listed on Schedule 5.4(b) who may be designated by Parent in writing prior to the Effective Time as a holder of Identified Company Options prior to the Effective Time; or (3) any other Company Associate mutually agreed upon by Parent and is required to be replaced with a right to be issued Parent Common Stock the Company in accordance with the Foundry Equity Award Conversion Methodologywriting.