Common use of Treatment of Company RSU Awards Clause in Contracts

Treatment of Company RSU Awards. Effective as of immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share of Company Common Stock underlying the related Company RSU Award as of immediately prior to the Effective Time (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive an amount in cash equal to the sum of: (x) the Merger Consideration, subject to the same vesting schedule applicable to the related Company RSU Award, plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Award.

Treatment of Company RSU Awards. Effective as (i) As of immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment unit award relating to shares of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to under any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”) that is held by a non-employee director of the Company and that remains outstanding immediately prior to the Effective Time, shall, to the extent not vested, become fully vested, and shall be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive the Merger Consideration as promptly as practicable following the Effective Time in respect of each share of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time, less any applicable withholding or other Taxes or other amounts required by applicable Law to be withheld; provided that notwithstanding anything to the contrary contained in this Agreement, any payment of the Merger Consideration in respect of any such Company RSU Award which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Code shall be made on the earliest possible date that such payment would not trigger a tax or penalty under Section 409A of the Code. (ii) As of the Effective Time, each Company RSU Award, other than any Company RSU Award that is described in Section 2.3(a)(i), shall that remains outstanding immediately prior to the Effective Time, whether vested or unvested, shall, without any action on the part of the holder thereof, be assumed by Parent and converted into a restricted stock unit award of Parent (each, an “Adjusted RSU Award”) on the same terms and conditions as were applicable under such Company RSU Award immediately prior to the Effective Time, except as specifically provided in this Section 2.3(a)(ii) and for each share any changes that are required solely to reflect the conversion of such Company RSU Award to an Adjusted RSU Award, relating to the number of shares of Parent Common Stock (rounded down to the nearest whole number of shares) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock underlying subject to the related Company RSU Award as of immediately prior to the Effective Time by (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive an amount in cash equal to the sum of: (xB) the Merger Consideration, subject to the same vesting schedule applicable to the related Company RSU Award, plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in Exchange Ratio. In the event that the Closing Date occurs after holder of any such Adjusted RSU Award experiences a Qualifying Termination upon or within eighteen (18) months following the Approval Prepayment Record Date but before Effective Time, (A) such Adjusted RSU Award shall accelerate and immediately become vested (i) if the Approval Prepayment Dateholder is not a participant in a Severance Plan as of the date of such Qualifying Termination, with respect to the extent payable after portion of such Adjusted RSU Award that is scheduled to vest during the Closing Date twelve (12) month period immediately following the date of the Qualifying Termination or (ii) if the holder is a participant in a Severance Plan as of the date of such Qualifying Termination, as required by the terms of the applicable Severance Plan, and (B) any portion of such Adjusted RSU Award that does not vest pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus clause (zA) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of this sentence shall be immediately forfeited upon such Company RSU AwardQualifying Termination.

Treatment of Company RSU Awards. Effective as of immediately prior to At the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment with respect to shares of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock subject solely to time-based vesting, granted pursuant to any a Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall automatically, and without any action on the part of the holder thereof, be assumed by Parent and converted into for each share a Parent RSU Award with respect to a number of whole shares of Parent Shares (rounded up to the next 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 RSU Award. Except as otherwise provided in this Section 2.3(c), each Company RSU Award assumed and converted into a Parent RSU Award pursuant to this Section 2.3(c) shall continue to have, and shall be subject to, the related same terms and conditions (including with respect to vesting) as applied to the corresponding Company RSU Award as of immediately prior to the Effective Time Time, except that (treating for this purpose any performance-based vesting condition x) solely with respect to which a those Parent RSU Awards issued in conversion of Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance PSU Awards outstanding as of the 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 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, (y) any amounts relating to dividend equivalents, if any, granted with respect to such Company RSU Award that are accrued but unvested and unpaid as of the Effective Time will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding Company RSU Award immediately prior to the Effective Time), the right to receive an amount in cash equal to the sum of: Time (x) the Merger Consideration, subject to the same vesting schedule applicable to the related Company RSU Award, plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to as modified by this Section 5.18(a) (or, in the event of a termination of employment) and (z) any dividend equivalents that are payable with respect to any unvested Parent RSU Award following the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise will be paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Awardwithin 30 days following vesting.

Treatment of Company RSU Awards. Effective as (i) As of immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment unit award relating to shares of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”) that was granted (A) prior to the date of this Agreement or (B) to a non-employee director of the Company, and that remains outstanding immediately prior to the Effective Time, shall, to the extent not vested, become fully vested, and shall be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive the Merger Consideration as promptly as practicable following the Effective Time (but in no event later than seven (7) Business Days thereafter) in respect of each share of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time, less any applicable withholding or other Taxes or other amounts required by applicable Law to be withheld; provided that to the extent that such Company RSU Award is subject to performance conditions, the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time shall be deemed to be equal to the target number of shares of Company Common Stock subject to such Company RSU Award; provided further that notwithstanding anything to the contrary contained in this Agreement, any payment of the Merger Consideration in respect of any such Company RSU Award which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Code shall be made on the earliest possible date that such payment would not trigger a tax or penalty under Section 409A of the Code. (ii) As of the Effective Time, each Company RSU Award, other than any Company RSU Award that is described in Section 2.3(b)(i), shall that is granted on or after the date of this Agreement and that remains outstanding immediately prior to the Effective Time, shall, without any action on the part of the holder thereof, be assumed by Parent and converted into for each share a restricted stock unit award of Parent covering that number of shares of Parent Common Stock (rounded down to the nearest whole number of shares) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock underlying subject to the related Company RSU Award as of immediately prior to the Effective Time by (treating for this purpose any performance-based vesting condition B) the Equity Award Exchange Ratio; provided that to which a the extent that such Company MSU Award or 2022 Company Performance Share RSU Award is subject as having been achieved based on target to performance as conditions, such number of immediately prior shares of Company Common Stock subject to the Effective Time), the right such Company RSU Award shall be deemed to receive an amount in cash be equal to the sum of: (x) target number of shares of Company Common Stock subject to such Company RSU Award, and the Merger Consideration, corresponding Parent restricted stock unit award will be subject to the same time-based vesting schedule applicable to such Company RSU Award and will be settled as provided in the related award agreement applicable to such Company RSU Award, plus (y) solely subject only to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect continued service of the related Company RSU Award to grantee with the holder thereof under the Company Equity Award PlansSurviving Corporation, in Parent or an Affiliate through each case, to reflect the Approval Prepayment, and applicable vesting date (2) paid pursuant to Section 5.18(a) (or, except in the event that the Closing Date occurs of an earlier qualifying terminations of service occurring after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Effective Time as provided in Section 5.18(a)), the Approval Prepayment Amount, plus (z5.1(e) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under of the Company Equity Award Plans and no amount has been otherwise paid in respect of Disclosure Letter) but shall not be subject to any performance conditions following the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU AwardEffective Time.

Treatment of Company RSU Awards. Effective Except as set forth in Section 2.3(b)(ii) below, Parent shall not assume any restricted stock unit awards, including any stock unit held under the Company 2010 Deferred Compensation Plan (each a “Company RSU Award”), or substitute for any Company RSU Award any similar award for Parent Common Stock, in connection with the Merger. (i) As of immediately prior to the Effective Time, (A) each Company RSU Award subject to time-based, performance or other vesting restrictions 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 such Company RSU Award, whether payable in cash or shares of restricted stock units Company Common Stock, 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 RSU Award, less any applicable withholding or other than 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 such Company Performance Share AwardsRSU 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 RSU Award if required in order to comply with Section 409A of the Code. For the purpose of the preceding sentence, the treatment portion of which in connection with 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 2.4(b)2.3(b)(ii) of the Company Disclosure Letter, but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share of Company Common Stock underlying the related Company RSU Award as of immediately prior to the Effective Time (treating for each Company RSU Award that is granted by the Company on or following the date of this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of Agreement and that remains outstanding immediately prior to the Effective Time), shall, without any action on the right part of the holders thereof, be assumed by Parent and converted into a restricted stock unit award of Parent covering that number of shares of Parent Common Stock (rounded down to receive an amount in cash the nearest whole share) equal to the sum of: product obtained by multiplying (xA) the Merger Consideration, number of shares of Company Common Stock subject to the same Company RSU Award immediately prior to the Effective Time by (B) the Equity Award Exchange Ratio; provided that to the extent that such Company RSU Award is subject to performance conditions, any performance conditions shall be deemed to have been satisfied at the target level performance with respect to the applicable performance period and shall be subject to the time-based vesting schedule applicable to such Company RSU Award and will be settled as provided in the related award agreement applicable to such Company RSU Award, plus subject only to the continued service of the grantee with the Surviving Corporation, Parent or an Affiliate through each applicable vesting date (y) solely except to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event that the Closing Date occurs applicable award agreement provides for accelerated vesting in connection with termination of service or a change in control occurring after the Approval Prepayment Record Date Effective Time) but before shall not be subject to any performance metrics following the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU AwardEffective Time.

Treatment of Company RSU Awards. (a) No outstanding Company RSU Award (whether vested or unvested) shall be assumed by or continued in effect by the Acquirer pursuant to or in connection with the transactions contemplated by this Agreement. Upon the Effective Date, pursuant to the terms of the Company Share Plans and subject to the terms and conditions of this Agreement, each Company RSU Award that is outstanding upon the Effective Date shall be (by virtue of the Acquisition and without any action on the part of any person) cancelled and extinguished without payment of consideration therefor. Prior to the Effective Date, the Company shall take all actions required to enable the cancellation of each Company RSU Award in accordance with the preceding sentence. (b) As soon as practicable following the Effective Date, the Acquirer shall grant to each former holder of a cancelled Company RSU Award who is an Acquirer Stock Plan Eligible Participant an Acquirer RSU Award with respect to a number of whole Acquirer Shares (rounded down to the nearest whole number) equal to the product obtained by multiplying (i) the number of Company Shares subject to the cancelled Company RSU Award that remained unvested in accordance with the terms of the agreement evidencing such award as of immediately prior to the Effective Time, each outstanding award of restricted stock units Date by (other than Company Performance Share Awards, ii) the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock Award Exchange Ratio. Each Acquirer RSU Award granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), this Clause 1.2 shall be assumed by Parent and converted into for each share of Company Common Stock underlying the related Company RSU Award as of immediately prior to the Effective Time (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive an amount in cash equal to the sum of: (x) the Merger Consideration, subject to have the same vesting schedule applicable to as the related corresponding cancelled Company RSU Award. For the purposes of such vesting schedule, plus (y) solely the holder of an Acquirer RSU Award granted pursuant to this Clause 1.2 will be credited with the extent (1) period of employment or other service relationship of such holder with the related Company or an Affiliate thereof during the vesting period of the corresponding cancelled Company RSU Award has not been otherwise equitably through the Effective Date, in addition to such holder’s continued employment or discretionarily adjusted under other service relationship with the Acquirer, the Company Equity Award Plans and no amount has been otherwise paid in respect of or an Affiliate thereof following the related Effective Date. (c) Notwithstanding the foregoing, if either (i) a cancelled Company RSU Award was subject to the holder thereof under Law of a non-U.S. jurisdiction and the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event Acquirer reasonably determines that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related cancelled Company RSU Award has may not been otherwise equitably or discretionarily adjusted be replaced with an Acquirer RSU Award under the Company Equity Award Plans and no amount has been otherwise paid in respect Law of such non-U.S. jurisdiction, or (ii) the related former holder of a cancelled Company RSU Award is not an Acquirer Stock Plan Eligible Participant, then, in either such case, the Acquirer shall cause the grant to such former holder of a cash-based incentive award having such terms as the Acquirer reasonably determines will provide value substantially equivalent to the holder thereof under the Company Equity Acquirer RSU Award Plans, in each case, that would otherwise have been granted to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Awardformer holder.

Treatment of Company RSU Awards. At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 2.5(e)), each Company RSU Award (including any Deferred Company RSU Award), including any Subsidiary RSU Awards that have been converted into Company RSU Awards in accordance with Section 2.5(b)), shall cease to represent the right to purchase shares of Company Common Stock and shall be converted into a Company RSU Award representing the right to purchase shares of Class A Common Stock (each, a “Rollover RSU Award”) in an amount and subject to such terms and conditions determined as set forth below. Each Rollover RSU Award shall represent the right to purchase a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Company Common Stock subject to the corresponding Company RSU Award immediately prior to the Effective Time, each outstanding award of restricted stock units multiplied by (other than Company Performance Share Awards, ii) the treatment of which in connection with the Merger Exchange Ratio. Each Rollover Option shall be as provided in Section 2.4(b)subject to the same terms and conditions (including applicable time-based and performance-based vesting, but includingdeferral, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant expiration and forfeiture provisions) that applied to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share of Company Common Stock underlying the related corresponding Company RSU Award as of immediately prior to the Effective Time (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or the Ancillary Documents or for such other immaterial administrative or ministerial changes as the Priveterra Board (or the compensation committee of the Priveterra Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU Awards. (c) (e) Prior to the (i) Closing, in the case of Company Options and Company RSU Awards, and (ii) the consummation of the Subsidiary Merger, in the case of Subsidiary Options and Subsidiary RSU Awards, the right Company and/or the Subsidiary, as applicable, shall take, or cause to receive an amount in cash equal be taken, all necessary or appropriate actions under the applicable Equity Plan (and the underlying grant, award or similar agreements) or otherwise to give effect to the sum of: (x) provisions of this Section 2.5. At the Merger ConsiderationEffective Time, subject to Xxxxxxxxxx shall assume the same vesting schedule applicable to the related Company RSU Award, plus (y) solely to the extent Equity Plans and (1) the related all Company Options (whether vested or unvested) and Company RSU Award has not been otherwise equitably Awards (whether deferred or discretionarily adjusted unvested) shall no longer be outstanding and shall automatically be converted into Rollover Options and Rollover RSU Awards, respectively, and each holder thereof shall cease to have any rights with respect thereto or under the Company applicable Equity Award Plans and no amount has been Plan, except as otherwise paid expressly provided for in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepaymentthis Section 2.5, and (2) paid all shares of Company Common Stock reserved for issuance pursuant to the Equity Plans shall automatically be cancelled.” (e) Section 5.18(a3.4. (i) Section 3.4(b) of the BCA is hereby amended and restated in its entirety as follows: (ora) All of the issued share capital, stock or other voting or equity securities of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. All of the ownership interests in each Subsidiary are owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. Section 3.4(b) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete statement of with respect to each Subsidiary Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) the expiration date, (D) any applicable vesting schedule (including acceleration provisions), (E) the number of shares of Subsidiary Common Stock subject to the Subsidiary Option on the date of grant, and (F) whether the Subsidiary Option is an Incentive Stock Option. Section 3.4(b) of the Company Disclosure Schedules sets forth, as of the First Amendment Date a true and complete statement of with respect to each Subsidiary RSU Award, (A) the date of grant, (B) any applicable vesting schedule (including acceleration provisions), (C) the number of shares of Subsidiary Common Stock subject to the Subsidiary RSU Award on the date of this Agreement, and (D) whether the Subsidiary RSU Award is subject to deferral. Other than the Subsidiary Options and Subsidiary RSU Awards, there are no outstanding (ii) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities of any Subsidiary convertible into or exchangeable or exercisable for shares or voting or equity securities of any Subsidiary, or any other Contracts to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound obligating the Company or any Subsidiary to issue or sell any shares of, other equity interests in or debt securities of, any Subsidiary, or (iii) equity equivalents, phantom stock, options, appreciation rights, stock units, profits interests or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any Subsidiary to issue, any shares, voting or equity securities or securities convertible into or exchangeable for shares or voting or equity securities of any Subsidiary (the items in clauses (i) and (ii) being, collectively, “Subsidiary Securities”). There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. None of the Subsidiaries owns any equity, ownership, profit, voting or similar interest in, or any interest convertible, exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No Subsidiary is party to any shareholders agreement, voting agreement, proxies, registration rights agreement or other similar agreements relating to its equity interests.” (ii) Section 3.4(b) of the Company Disclosure Schedules is hereby deleted in its entirety and replaced with the item designated Section 3.4(b) on Exhibit D attached hereto. (f) Section 5.1. (i) Section 5.1(b)(xx) of the Company Disclosure Schedules shall be updated to include the contract amendment set forth on Exhibit A. (g) Section 5.7. (i) Section 5.7 of the Company Disclosure Schedules shall be amended by deleting the number “2,999,810” and replacing it with the number “3,839,892”. (h) Section 5.16. (i) Section 5.16(a) shall be amended to replace the reference to “seven (7) directors” with “five (5) directors”. (ii) Section 5.16(b) shall be amended to replace the reference to “Three (3) individuals” with “Two (2) individuals”. (iii) Section 5.16(c) shall be amended to replace the reference to “two (2) individuals” with “one (1) individual”. (iv) Section 5.16(e) of the Company Disclosure Schedules shall be amended and restated in its entirety in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to form attached hereto as Exhibit B. (i) Section 5.18(a5.17(c)), the Approval Prepayment Amount, plus (z. Section 5.17(c) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans is hereby deleted in its entirety and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Award.replaced with “

Treatment of Company RSU Awards. (i) Except (x) for the Executive Company RSU Awards (which are exclusively subject to Section 3.1(b)(ii) below) or (y) as otherwise agreed to in writing prior to the Effective Time by Parent and a Company RSU Holder with respect to any of such Company RSU Holder’s Company RSU Awards, prior to the Effective Time, the Company shall take or cause to be taken any and all actions necessary to cause each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time to be cancelled and terminated as of the Effective Time, and converted into the right of the Company RSU Holder thereof to receive the following (collectively, the “Company RSU Award Merger Consideration”): (i) an amount in cash equal to the product of (A) the Per Share Portion of the Estimated Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU Award (the “Company RSU Holder Closing Consideration”); (ii) an amount in cash equal to the product of (A) the Per Share Portion of the Additional Consideration (if any) multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU Award (the “Additional Company RSU Holder Consideration”); and (iii) an amount in cash equal to the product of (A) the Per Share Portion of Holdback Remainder Consideration (if any) multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU Award (the “Company RSU Holder Holdback Remainder Consideration”), in each case, without interest. Except (x) for the Executive Company RSU Awards (which are exclusively subject to Section 3.1(b)(ii) below) or (y) as otherwise agreed to in writing by Parent and a Company RSU Holder with respect to any of such Company RSU Holder’s Company RSU Awards, subject to compliance by each Company RSU Holder with Section 3.2(c), all payments of (i) Company RSU Holder Closing Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Company RSU Holder no later than the next payroll payment date of the Company but in no event sooner than three (3) Business Days after the Closing Date, (ii) any Additional Company RSU Holder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Company RSU Holder no later than the next payroll payment date of the Company that is no earlier than three (3) Business Days after the date the Surviving Corporation receives such Additional Company RSU Holder Consideration (if any) pursuant to Section 3.6(f)(iv)(C), and (iii) any Company RSU Holder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Company RSU Holder no later than the next payroll payment date of the Company that is no earlier than three (3) Business Days after the date the Surviving Corporation receives such Company RSU Holder Holdback Remainder Consideration (if any) pursuant to Section 3.12(a)(iii). (ii) Pursuant to the Executive Employment Letters, prior to the Effective Time, the Company shall take or cause to be taken any and all actions necessary to cause each Executive Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time to be cancelled and terminated as of immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share the right of the Executive Company Common Stock underlying RSU Holder thereof to receive the related following (collectively, the “Executive Company RSU Award as of immediately prior to the Effective Time Transaction Payments”): (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive A) an amount in cash equal to the sum of: (x) the Merger Consideration, subject to the same vesting schedule applicable to the related cash payment provided for in such Executive Company RSU Award, plus (y) solely Holder’s respective Executive Employment Letter with respect to the extent (1) the related such Executive Company RSU Award has not been otherwise equitably or discretionarily adjusted under based upon the Estimated Merger Consideration (including giving effect to any minimum and maximum payments noted therein) (the “Executive Company Equity Award Plans and no RSU Holder Closing Payments”); (B) an amount has been otherwise paid in cash equal to the cash payment provided for in such Executive Company RSU Holder’s respective Executive Employment Letter with respect of the related to such Executive Company RSU Award based upon the Excess Merger Consideration Distribution (if any) (including giving effect to any minimum and maximum payments noted therein) (the “Additional Executive Company RSU Holder Transaction Payments”); and (C) an amount in cash equal to the holder thereof under cash payment provided for in such Executive Company RSU Holder’s respective Executive Employment Letter with respect to such Executive Company RSU Award based upon an Holdback Distribution (if any) (including giving effect to any minimum and maximum payments noted therein) (the “Executive Company Equity Award PlansRSU Holder Holdback Remainder Transaction Payments”), in each case, without interest. For the avoidance of doubt, none of the Executive Company RSU Holders shall be otherwise entitled to reflect receive the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under Merger Consideration for such Executive Company RSU Awards, and the sole payments with respect to the Executive Company Equity Award Plans and no amount has been otherwise paid in respect of RSU Awards shall be the related Executive Company RSU Award Transaction Payments. Subject to compliance by each Executive Company RSU Holder with Section 3.2(c), all payments of (i) Executive Company RSU Holder Closing Payments shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the holder thereof under Surviving Corporation to such Executive Company RSU Holder on the Company Equity Award PlansClosing Date, in each case, to reflect (ii) any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Executive Company RSU AwardHolder Transaction Payments shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Executive Company RSU Holder no later than the next payroll payment date that is no earlier than three (3) Business Days after the date the Surviving Corporation receives such Additional Executive Company RSU Holder Transaction Payments (if any) pursuant Section 3.6(f)(iv)(A) and (iii) any Executive Company RSU Holder Holdback Remainder Transaction Payments shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Executive Company RSU Holder no later than the next payroll payment date that is no earlier than three (3) Business Days after the date the Surviving Corporation receives such Executive Company RSU Holder Holdback Remainder Transaction Payments (if any) pursuant Section 3.12(a)(i).

Treatment of Company RSU Awards. Effective (a) Except as of otherwise agreed between the Company and Parent, at or immediately prior to the Effective Time, with respect to each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment unit award in respect of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share shares of Company Common Stock underlying the related Company RSU Award that is outstanding as of immediately prior to the Effective Time (treating for this purpose a “Company RSU Award”), (i) each Company RSU Award that is subject to time-based vesting (a “Company TRSU Award”) shall automatically and without any required action on the part of the holder thereof fully vest, (ii) a pro-rated portion of each Company RSU Award that is subject to performance-based vesting condition (a “Company PRSU Award”) shall automatically and without any required action on the part of the holder thereof vest, with the portion that shall vest equal to the product of (A) the number of restricted stock units subject to such Company PRSU Award that would have vested based upon actual performance if the applicable performance period had ended as of the most recent fiscal quarter of the Company preceding the Closing Date or, if actual performance cannot be determined, the target number of restricted stock units subject to such Company PRSU Award and (B) a fraction, the numerator of which is the number of months in the period beginning on the first day of the applicable performance period and ending on the Closing Date and the denominator of which is the total number of months in the original applicable performance period (disregarding the effect of this Section 1.6 on the length of the performance period), and (iii) (A) each restricted stock unit in respect of each Company TRSU Award and each restricted stock unit in respect of each portion of a Company MSU PRSU Award that so vests shall be converted into the right to receive the Merger Consideration (less the portion of the Merger Consideration in respect thereof withheld to pay applicable Taxes required to be withheld, if any, with respect to the settlement of such restricted stock units) as soon as reasonably practicable after the Effective Time and (B) each restricted stock unit in respect of each portion of a Company PRSU Award that does not vest shall be forfeited. (b) At or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time, the Company (or the Board of Directors of the Company or its compensation committee, as applicable), the right shall take such actions as are necessary to receive an amount in cash equal to the sum of: (x) the Merger Consideration, subject to the same vesting schedule applicable to the related Company RSU Award, plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to effectuate this Section 5.18(a) (or, in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Award1.6.

Treatment of Company RSU Awards. Effective as of immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards and 2022 Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”)) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into (i) for each share of Company Common Stock underlying the related Company RSU Award as of immediately prior to the Effective Time (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive an amount in cash equal to the sum of: (x) the Merger Per Share Cash Consideration, which cash will be subject to the same vesting schedule applicable to the related Company RSU Award, plus and (yii) solely a Parent restricted stock unit award (a “Parent RSU Award”) denominated in Parent Common Stock in accordance with this Section 2.5(a). Each such Parent RSU Award as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions (including “double trigger” vesting) as applied to the extent Company RSU Award immediately prior to the Effective Time (1and shall take into account any changes thereto provided for in the applicable Company Equity Award Plan or in any applicable award agreement by reason of this Agreement or the transactions contemplated hereby). As of the Effective Time, each such Parent RSU Award as so assumed and converted shall represent the right to receive upon vesting that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company Common Stock underlying the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect as of the related Company RSU Award immediately prior to the holder thereof under Effective Time and after taking into account the achievement of any performance-based vesting condition (treating for this purpose any performance-based vesting condition to which a Company Equity MSU Award Plans, in each case, to reflect is subject as having been achieved based on target performance) multiplied by (ii) the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU AwardMerger Exchange Ratio.

Treatment of Company RSU Awards. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holders of any securities thereof, each Company RSU Award that is outstanding immediately prior to the Effective Time shall become vested in accordance with its terms, provided that, to the extent that such Company RSU Award is subject to performance requirements, the aggregate number of shares of Company Common Stock with respect to which such Company RSU Award shall become vested shall be determined by the Board of Directors of the Company (or, if applicable, a committee thereof) in good faith, after notice to Parent, in accordance with the terms of the Company Equity Plan and the applicable award agreements (each Company RSU Award that is outstanding immediately prior to the Effective Time and is vested prior to the date hereof or becomes so vested at or prior to the Effective Time, a “Vested Company RSU Award”), and without any further action on the part of any holder thereof, be cancelled and the holder thereof shall be entitled to receive, without interest, the Per Share Final Merger Consideration (a portion of which, the Per Share Closing Merger Consideration, shall be payable at or as soon as reasonably practicable following the Closing pursuant to Section 3.2(b)) (the “RSU Merger Consideration”) in respect of each share of Company Common Stock subject to such Vested Company RSU Award. Each Company RSU Award that is outstanding immediately prior to the Effective Time that does not become vested in accordance with its terms at the Effective Time shall terminate and become forfeited without the right to receive any consideration therefor. (b) Following the Effective Time, any such cancelled Vested Company RSU Award shall no longer represent the right to receive shares of Company Common Stock and shall only entitle the holder of such Vested Company RSU Award to the RSU Merger Consideration described in Section 3.2(a). The cash portion of the RSU Merger Consideration payable to the holders of Vested Company RSU Awards who are employees of the Company pursuant to Section 3.2(a) shall be paid through the Surviving Corporation’s payroll system (which distribution to such holders shall occur as soon as reasonably practicable but in any event no later than the first regular payroll date of the Company following the Effective Time); provided that if the first regular payroll date is less than five (5) Business Days following the Effective Time, such distributions shall occur no later than the second regular payroll date of the Company following the Effective Time). In the event that the RSU Merger Consideration is payable to a former employee of the Company, the Surviving Corporation shall make the payments of the cash portion of the RSU Merger Consideration due to such former employee in a reasonable manner (such as by check to the last known address of such former employee in the records of the Surviving Corporation after a reasonable effort to ascertain the current address of such former employee). The Surviving Corporation shall be entitled to deduct and withhold from the cash portion of the RSU Merger Consideration such amounts as may be required to be deducted and withheld under the Code or any other provision of applicable Tax Law (in accordance with Section 3.10) with respect to the entire amount of the RSU Merger Consideration. The cash portion of the RSU Merger Consideration payable to a holder of Vested Company RSU Awards for whom no withholding by the Company is required (e.g., a director) in respect of such holder’s Vested Company RSU Awards, and the non-cash portion of the RSU Merger Consideration payable to any holder of Vested Company RSU Awards in respect of such holder’s Vested Company RSU Awards, shall be paid directly to such holder by the Paying Agent at such times as such amounts are otherwise payable to the holders of Company Common Stock in accordance with Section 3.5. (c) Prior to the Effective Time, the Company shall take all actions necessary to effectuate the provisions set forth in this Section 3.2; provided, that no action taken by the Company shall be required to be irrevocable until immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share of Company Common Stock underlying the related Company RSU Award as of immediately prior to the Effective Time (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive an amount in cash equal to the sum of: (x) the Merger Consideration, subject to the same vesting schedule applicable to the related Company RSU Award, plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Award.

Treatment of Company RSU Awards. Effective as of immediately prior to the Effective Time, each outstanding award of restricted stock units (other than Company Performance Share Awards and 2022 Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”)) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into (i) for each share of Company Common Stock underlying the related Company RSU Award as of immediately prior to the Effective Time (treating for this purpose any performance-based vesting condition to which a Company MSU Award or 2022 Company Performance Share Award is subject as having been achieved based on target performance as of immediately prior to the Effective Time), the right to receive an amount in of cash equal to the sum of: of (x) the Merger Consideration, subject to the same vesting schedule applicable to the related Company RSU Award, Per Share Cash Consideration plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under Section 14.2 of the Company Equity Award Plans Plan and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under Section 14.2 of the Company Equity Award PlansPlan, in each case, to reflect the Approval PrepaymentPrepayment Dividend, and (2) paid pursuant to Section 5.18(a5.19(a) (or, in the event that the Closing Date occurs after the Approval record date for the Prepayment Record Date Dividend but before the Approval Prepayment Dividend Payment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a5.19(a)), the Approval Prepayment Dividend Amount, plus (z) solely which cash will be subject to the extent same vesting schedule applicable to the related Company RSU Award, and (ii) a Parent restricted stock unit award (a “Parent RSU Award”) denominated in Parent Common Stock in accordance with this Section 2.5(a). Each such Parent RSU Award as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions (including “double trigger” vesting) as applied to the Company RSU Award immediately prior to the Effective Time (and shall take into account any changes thereto provided for in the applicable Company Equity Award Plan or in any applicable award agreement by reason of this Agreement or the transactions contemplated hereby). As of the Effective Time, each such Parent RSU Award as so assumed and converted shall represent the right to receive upon vesting that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company Common Stock underlying the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect as of the related Company RSU Award immediately prior to the holder thereof under Effective Time and after taking into account the achievement of any performance-based vesting condition (treating for this purpose any performance-based vesting condition to which a Company Equity MSU Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to is subject as having been achieved based on target performance) multiplied by (ii) the holder of such Company RSU AwardMerger Exchange Ratio.

Treatment of Company RSU Awards. At the Effective Time, each then outstanding restricted stock unit award, including each such award that is subject to a performance-based vesting condition measured over a period of one year, and each deferred share, phantom stock unit, or other right to receive a Share or the cash value thereof (a “Company RSU Award”) granted under the Stock Plans shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into: (i) if such Company RSU Award is held by a non-employee director, the right to receive (without interest), within five Business Days following the Effective Time (or at such later time as would not result in the imposition of a penalty under Section 409A of the Code), an amount in cash equal to (i) the number of Shares subject to such Company RSU Award multiplied by (ii) the Merger Consideration; or (ii) if such Company RSU Award is not covered by clause (i) above, an award (a “Converted RSU Award”) representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to (A) the number of Shares subject to such Company RSU Award multiplied by (B) the Merger Consideration. Each Converted RSU Award will be subject to the same terms and conditions (including payment timing, forfeiture, vesting and acceleration provisions) that were applicable to the related Company RSU Award immediately prior to the Effective Time; provided, each outstanding award of restricted stock units (other than Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(b), but including, for clarity, performance market stock unit awards denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company MSU Award”) and performance share awards denominated in Company Common Stock granted in fiscal year 2022 pursuant to any Company Equity Award Plan (each, a “2022 Company Performance Share Award”) denominated in Company Common Stock granted pursuant to any Company Equity Award Plan (each, a “Company RSU Award”), shall be assumed by Parent and converted into for each share of Company Common Stock underlying the related Company RSU Award that as of immediately prior to the Effective Time Time, (treating for this purpose a) any performance-based vesting condition measured over a period of one year shall be deemed satisfied and shall no longer apply and the applicable Converted RSU Award shall be subject solely to which a Company MSU service-based vesting and (b) each Converted RSU Award or 2022 Company Performance Share Award shall vest on the earlier to occur of its originally scheduled vesting date and the date that is subject as having been achieved based on target performance as of immediately prior to six months following the Effective Time), the right to receive an amount in cash equal to the sum of: (x) the Merger ConsiderationClosing Date, subject to the same vesting schedule continued employment with Parent and its Subsidiaries through such applicable to the related Company RSU Award, plus (y) solely to the extent (1) the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) date (or, upon such Continuing Employee’s earlier termination by Parent, the Surviving Corporation or any of their respective Affiliates without “cause” or by such Continuing Employee for “good reason” (as each such term is defined in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(aCompany 2015 Stock Incentive Plan)), the Approval Prepayment Amount, plus (z) solely to the extent the related Company RSU Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company RSU Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amounts not yet paid to the holder of such Company RSU Award.