Common use of Treatment of Company RSUs Clause in Contracts

Treatment of Company RSUs. Immediately after the Effective Time, each outstanding restricted stock unit granted under the Company Stock Plans (a “Company RSU”), shall, automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in shares of Company Class A Common Stock and shall be converted into a restricted stock unit denominated in shares of Parent Common Stock (a “Converted Parent RSU”). The number of shares of Parent Common Stock subject to each such Converted Parent RSU shall equal to the product (with the result rounded down to the nearest whole number) of (i) the number of shares of Company Class A Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each such Converted Parent RSU shall continue to be governed by the same terms and conditions (including vesting (and acceleration thereof upon the Closing, to the extent provided therein), forfeiture and settlement terms) as were applicable to the corresponding Company RSU at the Effective Time; provided, however, that (A) to the extent that any Company RSU that is subject to vesting solely upon achievement of a Target Price (a “Target Price RSU”) would, by its terms, expire as of the Effective Time, such Target Price RSU shall be amended such that it will not expire upon the Effective Time and instead shall become a Converted Parent RSU, and remain eligible to vest upon satisfaction of the applicable Adjusted Target Price, (B) all Converted Parent RSUs held by a Company Employee (other than any Converted Parent RSUs with an Adjusted Target Price) shall vest in their entirety to the extent such Company Employee undergoes a Covered Termination and (C) all Converted Parent RSUs with an Adjusted Target Price held by a Company Employee shall be cancelled for no consideration or payment to the extent such Company Employee undergoes any termination of employment (including a Covered Termination) and at the time of such termination, the Adjusted Target Price is not achieved.

Treatment of Company RSUs. Immediately after As of the Business Day immediately preceding the REIT Merger Effective Time, each Company RSU that is outstanding restricted stock unit granted under as of immediately prior to the REIT Merger Effective Time (whether or not then vested or subject to any performance condition that has not been satisfied) shall automatically become vested to the extent determined as set forth in the award agreement or other Company Benefit Plan governing such Company RSU, and all restrictions with respect to such vesting Company RSUs shall lapse. Each share of Company Common Stock resulting from the vesting of the Company Stock Plans (a “Company RSU”), shall, automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated RSUs in shares of Company Class A Common Stock and shall be converted into a restricted stock unit denominated in shares of Parent Common Stock (a “Converted Parent RSU”). The number of shares of Parent Common Stock subject to each such Converted Parent RSU shall equal to the product (accordance with the result rounded down to the nearest whole number) of preceding sentence (i) less the number of shares of Company Class A Common Stock subject withheld to satisfy the withholding Tax obligations with respect to such vesting) shall be treated as a share of Company RSU Common Stock issued and outstanding immediately prior to the REIT Merger Effective Time multiplied by and shall be converted into the right to receive from Parent LP the REIT Common Merger Consideration in accordance with Section 3.1(b)(i). As of the Business Day immediately preceding the REIT Merger Effective Time, any dividend equivalent rights associated with the Company RSUs that vest in accordance with this Section 3.3(b) (iithe “Company Dividend Equivalents”) shall automatically become fully vested and converted into the Exchange Ratioright to receive an amount in cash equal to the value of such Company Dividend Equivalents as of immediately prior to the REIT Merger Effective Time, less applicable withholding Tax obligations (the “Company Dividend Equivalent Payment”). Except as specifically provided above, following As of the REIT Merger Effective Time, each such Converted holder of Company RSUs shall cease to have any rights with respect thereto, except the right to receive from Parent RSU shall continue to be governed by LP the same terms and conditions REIT Common Merger Consideration (including vesting (and acceleration thereof upon the Closingright, if any, to the extent provided thereinreceive, pursuant to Section 3.9, cash in lieu of fractional Parent Common Shares into which such shares of Company Common Stock have been converted pursuant to Section 3.1(b)(i), forfeiture and settlement terms) as were applicable to the corresponding Company RSU at the Effective Time; provided, however, that (A) to the extent that any Company RSU that is subject to vesting solely upon achievement of a Target Price (a “Target Price RSU”) would, by its terms, expire as of the Effective Time, such Target Price RSU shall be amended such that it will not expire upon the Effective Time and instead shall become a Converted Parent RSU, and remain eligible to vest upon satisfaction of the applicable Adjusted Target Price, (B) all Converted Parent RSUs held by a Company Employee (other than any Converted Parent RSUs with an Adjusted Target Price) shall vest in their entirety to the extent such Company Employee undergoes a Covered Termination and (C) all Converted Parent RSUs with an Adjusted Target Price held by a Company Employee shall be cancelled for no consideration or payment to the extent such Company Employee undergoes any termination of employment (including a Covered Termination) and at the time of such termination, the Adjusted Target Price is not achievedCompany Dividend Equivalent Payment in accordance with this Agreement.

Treatment of Company RSUs. Immediately after At the Effective Time, (A) any vesting conditions applicable to each outstanding restricted stock unit granted under the Company Stock Plans (a “Company RSU”)) outstanding immediately prior to the Effective Time under the Stock Plan, shall, automatically and without any required action on the part of the holder thereof, cease be deemed satisfied in full, and (B) each Company RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Company RSU to represent a restricted stock unit denominated receive (without interest) the Per Share Merger Consideration in shares respect of Company each Class A Common Stock and shall be converted into a restricted stock unit denominated in shares of Parent Common Stock (a “Converted Parent RSU”). The number of shares of Parent Common Stock subject to each such Converted Parent RSU shall equal to the product (with the result rounded down to the nearest whole number) of (i) the number of shares of Company Class A Common Stock Share subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) in the Exchange Ratio. Except as specifically provided abovecase of Company RSUs subject to performance conditions, following the Effective Timewith such conditions deemed satisfied at “target” levels), each such Converted Parent RSU shall continue less applicable Taxes required to be governed by withheld with respect to such payment. Such Per Share Merger Consideration shall include either the same terms Per Share Cash Consideration or the Per Share Stock Consideration at the election of the holder of the Company RSU, made in accordance with the procedure set out in Section 4.3(b), and conditions shall be subject to proration as set out in Section 4.3(c) and (including vesting (and acceleration thereof upon the Closing, to d). To the extent provided thereinthat a holder of Company RSUs is entitled to receive Per Share Stock Consideration, whether due to such holder’s election or the proration set out in Section 4.3(c) and (d), forfeiture and settlement terms) as were applicable such holder shall receive one Continuing Class A Share in respect of each Class A Share subject to the corresponding a Company RSU that entitles such holder to receive the Per Share Stock Consideration. Payment of such Per Share Merger Consideration, with respect to Company RSUs, including delivery of any Continuing Class A Shares, shall be made as soon as reasonably practicable after the Closing Date; provided that, with respect to any Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid at the Effective Time; provided, however, that (A) to the extent that any Company RSU that is subject to vesting solely upon achievement of Time without triggering a Target Price (a “Target Price RSU”) would, by its terms, expire as Tax or penalty under Section 409A of the Effective TimeCode, such Target Price RSU payment shall be amended such made at the earliest time permitted under the Stock Plan and award agreement that it will not expire upon the Effective Time and instead shall become trigger a Converted Parent RSU, and remain eligible to vest upon satisfaction Tax or penalty under Section 409A of the applicable Adjusted Target Price, (B) all Converted Parent RSUs held by a Company Employee (other than any Converted Parent RSUs with an Adjusted Target Price) shall vest in their entirety to the extent such Company Employee undergoes a Covered Termination and (C) all Converted Parent RSUs with an Adjusted Target Price held by a Company Employee shall be cancelled for no consideration or payment to the extent such Company Employee undergoes any termination of employment (including a Covered Termination) and at the time of such termination, the Adjusted Target Price is not achievedCode.

Treatment of Company RSUs. Immediately after (i) At the Effective Time, each award of Company RSUs that is outstanding restricted stock unit granted under as of immediately prior to the Effective Time and held by a Continuing Service Provider who is not a Specified Company Stock Plans Award Holder shall be assumed by Parent and converted into an award of Parent RSUs (a each award of Company RSUs so assumed by Parent, an “Company RSUAssumed RSU Award”). Following the Effective Time, shalleach such Assumed RSU Award will continue to have, automatically and without be subject to, the same terms and conditions set forth in the applicable Company Award Agreement, the applicable Company Equity Incentive Plan and any required action on the part of the holder thereofother document applicable to such Company RSU award, cease to represent a restricted stock unit denominated in shares of Company Class A Common Stock and shall except that (A) each such Assumed RSU Award will be converted into a restricted stock unit denominated in shares an award for that number of Parent Common Stock (a “Converted Parent RSU”). The number of shares of Parent Common Stock subject to each such Converted Parent RSU shall RSUs equal to the product (with the result rounded down to the nearest whole number) of (i) the number of shares of Company Class A Common Stock that were subject to such award of Company RSU RSUs immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole Parent RSU, (iiB) in respect of any Assumed RSU Awards related to Unvested Company RSUs, will vest during the Exchange Ratio. Except as specifically provided aboveapplicable calendar year in which vesting is to occur (the “Vest Year”) on March 15, June 15, September 15 or December 15 (each such date, a “Standard Quarterly Vesting Date” and collectively, the “Standard Quarterly Vesting Dates”) following the Effective Time, each such Converted Parent RSU shall continue to be governed by the same terms and conditions Closing (including vesting (and acceleration thereof upon the Closing, to the extent provided therein), forfeiture and settlement terms) as were applicable to the corresponding Company RSU at the Effective Time; provided, however, it being understood that (A) to the extent that any Company RSU that is subject to vesting solely upon achievement of a Target Price (a “Target Price RSU”) would, by its terms, expire as of the Effective Time, such Target Price the vesting condition related to a “Change of Control” (as defined for purposes of Company RSUs in the applicable Company Award Agreement) will be deemed satisfied), (C) in respect of any Assumed RSU shall be amended such Awards related to Unvested Company RSUs, will have a vesting schedule providing for vesting in equal installments on the Standard Quarterly Vesting Dates that it will not expire upon occur during the Vest Year of the related award of Company RSUs (and to the extent any Assumed RSU Awards have a Vest Year that occurs in the same calendar year in which the Effective Time occurs, such Assumed RSU Awards related to Unvested Company RSUs will vest in equal installments on the remaining Standard Quarterly Vesting Dates that occur on or after the Effective Time); provided, that no such vesting of Unvested Company RSUs shall occur until the first applicable Standard Quarterly Vesting Date that occurs on or after the Effective Time, (D) in respect of any Assumed RSU Awards related to Unvested Company RSUs, vesting under clause C shall be subject to the Continuing Service Provider continuing to provide services to Parent and instead shall become a Converted Parent RSUits Affiliates through the applicable vesting date, except to the extent the holder is eligible for accelerated vesting based on constructive termination, resignation for good reason or any term of similar effect pursuant to an agreement that remains in effect following the Effective Time (subject to clause (F)), (E) in respect of any Assumed RSU Awards related to Vested Company RSUs, will be settled within 30 days following the Closing Date, and remain eligible with respect to vest upon satisfaction of Assumed RSU Awards related to Unvested Company RSUs, will be settled within the time period permitted under the applicable Adjusted Target PriceCompany Award Agreement, (B) all Converted Parent RSUs held by a Company Employee (other than any Converted Parent RSUs with an Adjusted Target Price) shall vest in their entirety shares otherwise deliverable upon settlement of Assumed RSU Awards to be withheld or sold to cover applicable Taxes, to the extent such Company Employee undergoes a Covered Termination method does not violate Applicable Law, and (CF) all Converted to the extent any applicable holder has waived accelerated vesting based on constructive termination, resignation for good reason or any term of similar effect effective as of the Effective Time, no Assumed RSU Award that is subject to such waiver will be subject to accelerated vesting based on a constructive termination, resignation for good reason or any term of similar effect. Following the Effective Time, the Parent RSUs Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Board of Directors or any committee thereof with an Adjusted Target Price respect to each Assumed RSU Award. It is intended that each Assumed RSU Award held by a Company Employee shall Continuing Service Provider who is subject to taxation in the United States will be cancelled for no consideration or payment to assumed and converted by Parent in a manner that results in such Assumed RSU Award remaining exempt from Section 409A of the extent Code and this Section 2.05(b)(i) will be construed consistently with such Company Employee undergoes any termination of employment (including a Covered Termination) and at the time of such termination, the Adjusted Target Price is not achievedintent.

Treatment of Company RSUs. Immediately after prior to the Effective Time, each outstanding restricted stock unit granted under the Company Stock Plans representing a right to receive a Share (each, a “Company RSU”)) granted under a Company Stock Plan that is outstanding immediately prior to the Effective Time shall be cancelled and, shallin exchange therefor, automatically and without each former holder of any required action on such cancelled Company RSU shall be entitled to receive from the part Company, in consideration of the holder thereofcancellation of such Company RSU and in settlement therefor, cease to represent a restricted stock unit denominated payment in shares of Company Class A Common Stock and shall be converted into a restricted stock unit denominated in shares of Parent Common Stock cash (a “Converted Parent RSU”). The number of shares of Parent Common Stock subject to each such Converted Parent RSU shall all applicable withholding or other Taxes required by applicable Law) of an amount equal to the product (with the result rounded down to the nearest whole number) of (i) the total number of shares of Company Class A Common Stock Shares subject to such Company RSU immediately prior to the Effective Time multiplied by such cancellation and (ii) the Exchange Ratio. Except Merger Consideration (such amounts payable hereunder being referred to as specifically provided above, following the Effective Time, each such Converted Parent “RSU shall continue to be governed by the same terms and conditions (including vesting (and acceleration thereof upon the Closing, to the extent provided thereinPayments”), forfeiture and settlement terms) as were applicable to the corresponding Company RSU at the Effective Time; provided, however, that with respect to each Company RSU, (A) one-half of the RSU Payments, without interest, shall be paid to the extent that any holder of such Company RSU that is as of immediately prior to the Effective Time on the one-year anniversary of the Closing Date and (B) the remaining one-half of the RSU Payments, without interest, shall be paid to the holder of such Company RSU as of immediately prior to the Effective Time on the two-year anniversary of the Closing Date, in each case subject to vesting solely upon achievement such holder’s continued employment with the Surviving Corporation or its Subsidiaries on each applicable payment date; provided, further, that if such holder’s employment with the Surviving Corporation and its Subsidiaries is terminated by the Surviving Corporation or one of a Target Price its Subsidiaries, as applicable, without Cause (as defined in Section 2.4(b) of the Company Disclosure Schedule) or due to such holder’s death or permanent disability (each, a “Target Price RSUQualifying Termination”) would), by its terms, expire the remaining unpaid portion of the RSU Payments shall be paid to such holder as described in the immediately succeeding sentence on the first payroll date following the date of such Qualifying Termination.. From and after the Effective Time, any such Target Price cancelled Company RSU shall be amended no longer represent the right to receive a Share by a holder thereof, but shall only entitle such that it will not expire upon holder to the Effective Time and instead shall become a Converted Parent RSU, and remain eligible to vest upon satisfaction payment of the applicable Adjusted Target Price, (B) all Converted Parent RSUs held by a Company Employee (other than any Converted Parent RSUs with an Adjusted Target Price) shall vest in their entirety to the extent such Company Employee undergoes a Covered Termination and (C) all Converted Parent RSUs with an Adjusted Target Price held by a Company Employee shall be cancelled for no consideration or payment to the extent such Company Employee undergoes any termination of employment (including a Covered Termination) and at the time of such termination, the Adjusted Target Price is not achievedRSU Payment.