Common use of Treatment of Company Restricted Stock Awards Clause in Contracts

Treatment of Company Restricted Stock Awards. Notwithstanding anything herein to the contrary, effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holders thereof or the Acquired Companies, (i) each Company Restricted Stock Award (or portion thereof) that is vested as of the Effective Time or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be treated as shares in accordance with Section 3.01(a) of this Agreement; provided that the payment of Public Merger Consideration in respect thereof shall be subject to applicable withholdings (the “Vested Restricted Stock Consideration”), and (ii) each Company Restricted Stock Award that remains outstanding immediately prior to the Effective Time that is unvested (and to the extent not vested at the Effective Time) will automatically terminate and be cancelled and converted into a restricted cash award (which, for the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted Restricted Stock Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company Restricted Stock Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted Restricted Stock Award corresponding to a Company Restricted Stock Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied to the corresponding Company Restricted Stock Award immediately prior to the Effective Time and shall be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested Restricted Stock Consideration,” and together with the Vested Restricted Stock Consideration, the “Restricted Stock Consideration”).

Treatment of Company Restricted Stock Awards. Notwithstanding anything herein Except as set forth in Section 2.3(a)(ii), Parent shall not assume any award of Company Common Stock subject to time-based, performance or other vesting or lapse restrictions (each a “Company Restricted Stock Award”) or substitute for any Company Restricted Stock Award any similar award of Parent Common Stock, in connection with the contrary, effective as Merger. (i) As of immediately prior to the Effective Time, automatically (A) each Company Restricted Stock Award that was granted prior to the date of this Agreement and that remains outstanding immediately prior to the Effective Time, shall, to the extent not vested, become fully vested; provided that to the extent that such award is subject to performance conditions, any performance conditions shall be deemed to have been satisfied at the maximum level and (B) each Company Restricted Stock Award shall be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of (1) the Merger Consideration and (2) the number of shares of Company Common Stock represented by such Company Restricted Stock Award, less any applicable withholding or other Taxes or other amounts required by applicable Law to be withheld; provided, further, that notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Company Restricted Stock Award which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Code shall be made on the applicable settlement date for such Company Restricted Stock Award if required in order to comply with Section 409A of the Code. For the purpose of the preceding sentence, the portion of the Merger Consideration that consists of shares of Parent Common Stock shall be converted to a lump sum cash payment equal to the product of (x) the number of such shares of Parent Common Stock and (y) the Parent Stock Price. (ii) Except as provided in Section 2.3(a)(ii) of the Company Disclosure Letter, as of immediately prior to the Effective Time each Company Restricted Stock Award that is granted by the Company on or following the date of this Agreement and that remains outstanding immediately prior to the Effective Time, shall, without any action on the part of the holders thereof or the Acquired Companiesthereof, (i) each Company Restricted Stock Award (or portion thereof) that is vested as of the Effective Time or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be treated as shares in accordance with Section 3.01(a) of this Agreement; provided that the payment of Public Merger Consideration in respect thereof shall be subject to applicable withholdings (the “Vested Restricted Stock Consideration”), and (ii) each Company Restricted Stock Award that remains outstanding immediately prior to the Effective Time that is unvested (and to the extent not vested at the Effective Time) will automatically terminate and be cancelled assumed by Parent and converted into a restricted cash stock award of Parent covering that number of shares of Parent Common Stock (which, for rounded down to the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted Restricted Stock Award”nearest whole share) equal to the product of obtained by multiplying (xA) the aggregate number of shares of Company Common Stock underlying such unvested subject to the Company Restricted Stock Award immediately prior to the Effective Time multiplied by (yB) the Public Merger Consideration. Each Converted Restricted Stock Equity Award corresponding Exchange Ratio; provided that to a the extent that such Company Restricted Stock Award outstanding as of is subject to performance conditions, any performance conditions shall be deemed to have been satisfied at the date hereof target level performance with respect to the applicable performance period and shall be subject to substantially the same terms and conditions as applied time-based vesting schedule applicable to the corresponding such Company Restricted Stock Award immediately prior and will be settled as provided in the award agreement applicable to such Company Restricted Stock Award, subject only to the continued service of the grantee with the Surviving Corporation, Parent or an Affiliate through each applicable vesting date (except to the extent that the applicable award agreement provides for accelerated vesting in connection with termination of service or a change in control occurring after the Effective Time and Time) but shall not be paid (without interest and subject to applicable withholdings) promptly upon vesting (any performance metrics following the “Unvested Restricted Stock Consideration,” and together with the Vested Restricted Stock Consideration, the “Restricted Stock Consideration”)Effective Time.

Treatment of Company Restricted Stock Awards. Notwithstanding anything herein At the Effective Time, each outstanding award of shares of restricted Company Common Stock granted pursuant to a Company Equity Plan or otherwise that remains, as of the Effective Time, subject to vesting, forfeiture, or repurchase by the Company (each, a “Company Restricted Stock Award”), shall automatically, and without any action on the part of the holder thereof, be assumed by Parent and converted into an award of restricted stock units of Parent Shares (each, a “Parent RSU Award”) with respect to a number of whole Parent Shares (rounded up to the contrarynext whole Parent Share) equal to the product obtained by multiplying (i) the Exchange Ratio by (ii) the total number of shares of Company Common Stock underlying such Company Restricted Stock Award. Except as otherwise provided in this Section 2.3(b), effective each Company Restricted Stock Award assumed and converted into a Parent RSU Award pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions (including with respect to vesting) as applied to the corresponding Company Restricted Stock Award as of immediately prior to the Effective Time, automatically and without any action on the part except that (x) solely with respect to those Parent RSU Awards issued in conversion of Company PSU Awards outstanding as of the holders thereof date hereof, in the event the applicable Parent RSU Award holder’s employment or service is terminated by Parent or one of its Subsidiaries without Cause (as defined in the Acquired Companiesapplicable Company Equity Plan) or by the holder for Good Reason, the Parent RSU Award will become fully vested and non-forfeitable as of the date of such termination, (iy) each any amounts relating to dividends, if any, declared with respect to such Company Restricted Stock Award (or portion thereof) that is vested are accrued but unvested and unpaid as of the Effective Time or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall will carry over and will be treated as shares paid if required by and in accordance with Section 3.01(a) of this Agreement; provided that the payment of Public Merger Consideration in respect thereof shall be subject to applicable withholdings (the “Vested Restricted Stock Consideration”), and (ii) each Company Restricted Stock Award that remains outstanding immediately prior to the Effective Time that is unvested (and to the extent not vested at the Effective Time) will automatically terminate and be cancelled and converted into a restricted cash award (which, for the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted Restricted Stock Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company Restricted Stock Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted Restricted Stock Award corresponding to a Company Restricted Stock Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied applicable to the corresponding Company Restricted Stock Award immediately prior to the Effective Time (as modified by this Section in the event of a termination of employment) and shall (z) any dividend equivalents that are payable on any unvested Parent RSU Award following the Closing Date, will be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested Restricted Stock Consideration,” and together with the Vested Restricted Stock Consideration, the “Restricted Stock Consideration”)within 30 days following vesting.