Common use of Treatment of Equity Awards Clause in Contracts

Treatment of Equity Awards. (a) At the Effective Time, the Company shall terminate the Company Equity Plan and all award agreements entered into under the Company Equity Plan. (b) At the Effective Time, each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right to receive, as soon as practicable after the Effective Time and in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Code, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Law. (c) At the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right to receive, as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with Section 409A of the Code. (d) The Company shall take all corporate actions necessary to effect the treatment of the Company Equity Plan, the Company Options and the Company RSU Awards as contemplated by this Section 3.3.

Treatment of Equity Awards. (a) At As soon as practicable following the Effective Agreement Date (and, in any event, prior to the Acceptance Time), the Company Board shall terminate adopt such resolutions and take such other actions (including obtaining any required consents from holders of Company Options and amending the Company Equity Plan Plans and the applicable award agreements) as may be required to (i) provide that all award agreements entered into under outstanding and unvested Company Options shall become fully vested immediately prior to the Acceptance Time, and (ii) provide notice to holders of Company Equity PlanOptions that all Company Options that are outstanding as of the Acceptance Time may be exercised for Company Shares immediately following the Acceptance Time and, prior to the expiration date of the subsequent offering period with respect to the Offer, as it may be extended, may tender such Company Shares in exchange for the Offer Price pursuant to the Offer, as extended by such subsequent offering period, and the terms and conditions set forth in this Agreement. (b) At As soon as practicable following the Effective TimeAgreement Date, the Company shall provide notice to each holder of outstanding Company OptionOptions (except directors and the consultants, whether independent contractors, member of senior management or any executive officer of the Company as defined under the Xxxxxxxx-Xxxxx Act or Italian Law or any officer of the Company or a Subsidiary for whom such an arrangement would violate any applicable Law) that such holder may elect to pay the aggregate exercise price for the exercise of such holder’s outstanding vested Company Options (including Company Options that vested pursuant to Section 6.7(a)(i)) with the funds made available by the Company (on terms and conditions that conform to applicable Law) in consideration for such holder’s irrevocable instructions to the Company or unvestedits broker to (i) exercise such Company Options for Company Shares after the Acceptance Time and, that is outstanding immediately (ii) prior to the Effective Time shall expiration date of the subsequent offering period with respect to the Offer, as it may be cancelled extended, tender each such Company Share in exchange for the right Offer Price pursuant to receivethe Offer, as soon as practicable after the Effective Time and in accordance with an equity incentive plan to be established extended by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Codesubsequent offering period, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Lawterms and conditions set forth in this Agreement. (c) At the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right to receive, as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with Section 409A of the Code. (d) The Company shall take all corporate actions necessary and its Subsidiaries agree to effect the treatment comply with applicable Law requiring withholding, reporting or remittance of the Company Equity Plan, the any Taxes due with respect to any Company Options and that are exercised following the Company RSU Awards as contemplated by this Section 3.3Acceptance Time.

Treatment of Equity Awards. (a) At the Effective TimeThe Company Board (or, the Company shall terminate the Company Equity Plan and all award agreements entered into under the Company Equity Plan. (b) At the Effective Timeif appropriate, any committee thereof administering each Company Stock Plan) shall take all actions so that each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Purchase Time shall will, by virtue of the occurrence of the Purchase Time and without any action on the part of Parent, Purchaser, the Company or the holder thereof, be cancelled in exchange for and will solely represent the right to receivereceive from the Company in exchange, as soon as practicable after at the Effective Time and time set forth in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”Section 3.2(e), an option amount in cash equal to purchase the same product of (1) the number of HoldCo Shares as the total number shares of Ordinary Shares Common Stock subject to such Company Stock Option immediately prior to and (2) the Effective Timeexcess, at a if any, of the Offer Price, without interest, over the exercise price per share exercise price equal to the Exercise Price immediately prior to the Effective Time, of Common Stock subject to and in accordance with such Company Stock Option. (b) For the terms avoidance of doubt, pursuant to such action of the Company Equity Plan and the relevant Board (or, if appropriate, any committee thereof administering each Company Option agreement Stock Plan) described in effect immediately prior to the Effective Time clause (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”a), provided that the number of HoldCo Shares subject to such HoldCo Option and/or if the exercise price per share of such HoldCo Common Stock subject to an Company Stock Option, whether vested or unvested as of the Purchase Time, is equal to or greater than the Offer Price, then by virtue of the occurrence of the Purchase Time and without any action on the part of Parent, Purchaser, the Company or the holder thereof, the Company Stock Option may will be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior cancelled without payment of any consideration to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Code, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Lawholder. (c) At the Effective TimeThe Company Board (or, if appropriate, any committee thereof administering each Company RSU AwardStock Plan) shall take all actions so that each share of unvested restricted Common Stock (whether performance-based, whether vested time-based or unvestedotherwise) granted under the Company Stock Plans (each such share, a “Restricted Stock ”) that is outstanding immediately prior to the Effective Purchase Time shall be cancelled in exchange for will, by virtue of the right to receive, as soon as practicable after occurrence of the Effective Purchase Time and in accordance with without any action on the HoldCo Share Planpart of Parent, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Ordinary Shares subject to Purchaser, become fully vested and such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to thereafter the holders of such Company RSU Awards; provided that each Company RSU Award shares shall be adjusted (i) to the extent such shares are validly tendered during a subsequent offer commenced by the Purchaser in a manner that complies accordance with Section 409A of 1.1, be entitled to receive the Codeconsideration accordance with Section 1.1 or (ii) be entitled to receive the Merger Consideration in accordance with Section 3.1 (other than any Dissenting Shares). (d) The Company shall take Stock Plans will terminate as of the Purchase Time, and any and all corporate actions necessary to effect rights under any provisions in any Company Plan providing for the treatment issuance or grant of any other interest in respect of the capital stock of the Company Equity Plan(other than the right to receive the payment contemplated by Section 3.2(a)) will be cancelled as of the Purchase Time, except that all administrative and other rights and authorities granted under the Company Stock Plans to the Company, the Company Options Board or any committee or designee thereof will remain in effect and will reside with the Company RSU Awards following the Purchase Time. (e) The Surviving Corporation shall pay the holders of the Company Stock Options the cash payments described in Section 3.2(a) and Section 3.2(c), subject to withholding Taxes described in Section 3.5, on or as contemplated by this Section 3.3soon as reasonably practicable after the date on which the Effective Time occurs, but in any event within five (5) Business Days thereafter.

Treatment of Equity Awards. (a) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and that (x) is a Vested Company RSU or (y) is held by a non-employee director of the Company shall terminate or any former Service Provider as of immediately prior to the Effective Time (whether vested or unvested, solely to the extent, in the case of any former Service Provider, such Company Equity Plan RSU was outstanding as of immediately prior to the Effective Time in accordance with its existing terms in effect as of the date hereof) (each, a “Terminating Company RSU”) shall, without any required action on the part of any holder of such Company RSU, be automatically canceled and all award agreements entered converted into under the right to receive (without interest) an amount in cash, subject to applicable withholding, equal to the product of (i) the Merger Consideration and (ii) the total number of shares of Company Equity PlanStock subject to such Company RSU as of immediately prior to the Effective Time (the “Terminating Company RSU Consideration”), subject to the terms and conditions set forth in Section 2.04(d) below. (b) At the Effective Time, each Company Option, whether vested or unvested, RSU that is outstanding as of immediately prior to the Effective Time shall that is not a Terminating Company RSU shall, without any required action on the part of the holder of such Company RSU, be cancelled in exchange for automatically canceled and converted into an award under the right NICE share incentive plan of time-vesting restricted stock units with respect to receive, as soon as practicable after a number of NICE ADSs equal to the product of (i) the number of shares of Company Stock underlying such Company RSU immediately prior to the Effective Time and in accordance with an equity incentive plan (ii) the Equity Award Exchange Ratio, rounded to be established by HoldCo the nearest whole share (the each, a “HoldCo Share PlanConverted NICE RSU”). Each such Converted NICE RSU shall continue to have, an option to purchase and shall be subject to, the same number of HoldCo Shares terms and conditions (including vesting, acceleration and payment schedule) as applied to the total number of Ordinary Shares subject to such corresponding Company Option RSU immediately prior to the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Code, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Law. (c) At the Effective Time, each Company RSU Award, whether vested or unvested, PSU that is outstanding as of immediately prior to the Effective Time shall, without any required action on the part of the holder of such Company PSU, be forfeited and canceled in its entirety without the payment of any consideration with respect thereto. (d) The Terminating Company RSU Consideration shall be cancelled in exchange for the right to receive, paid as soon as reasonably practicable after following the Effective Time and in accordance no event later than ten Business Days following the Effective Time and shall be reduced by any withholding Taxes required to be paid by or collected on behalf of the recipients of the Terminating Company RSU Consideration. Notwithstanding anything to the contrary in Section 2.04(a), with the HoldCo Share Plan, one restricted stock unit respect to acquire the same number of HoldCo Shares as the total number of Ordinary Shares any Company RSU that constitutes nonqualified deferred compensation subject to such Company RSU Award immediately prior Section 409A of the Code and that is not permitted to be paid at the Effective Time, subject to and in accordance with the terms Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the Company Equity Stock Plan and the relevant Company RSU Award applicable award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, thereunder that will not trigger a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s Tax or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with penalty under Section 409A of the Code. (de) The At or prior to the Effective Time, the Company, the Board of Directors of the Company or the compensation committee of the Board of Directors of the Company, as applicable, shall adopt resolutions and take any other actions as are reasonably necessary to effectuate the provisions of this Section 2.04. (f) NICE shall take all corporate actions action necessary to effect the treatment reserve for issuance a sufficient number of NICE ADSs for delivery upon settlement of the Company Equity PlanConverted NICE RSUs in accordance with Section 2.04(b). As soon as reasonably practicable after the Effective Time, if and to the Company Options extent necessary to cause a sufficient number of NICE ADSs to be registered and issuable under Converted NICE RSUs, NICE shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the Company RSU Awards NICE ADSs subject to the Converted NICE RSUs and shall use its commercial best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as contemplated by this Section 3.3such Converted NICE RSUs remain outstanding.

Treatment of Equity Awards. (a) At Each option that represents the right to acquire shares of Company Common Stock which is outstanding immediately prior to the Effective TimeTime (whether or not then vested or exercisable) (each, an “Option”) shall at the Effective Time be canceled and terminated in exchange for an amount in cash equal to the product of (x) the total number of shares of Company Common Stock subject to the Option immediately prior to the Effective Time times (y) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Option, less applicable Taxes required to be withheld with respect to such payment, and the holders thereof shall terminate have no further rights with respect thereto; provided that if the exercise price per share of Company Equity Plan Common Stock under any such Option is equal to or greater than the Per Share Price, such Option shall be canceled and all award agreements entered into under terminated at the Company Equity PlanEffective Time without any cash payment being made or payable in respect thereof. (b) At the Effective TimeEach share of Company Common Stock issued, and each share of Company OptionCommon Stock underlying any outstanding contingent equity grant issued pursuant to an award agreement awarded, whether vested or unvestedpursuant to any Company Stock Plan that is subject to specified vesting criteria (each, that a share of “Restricted Stock”) which is outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right to receive, as soon as practicable after at the Effective Time become fully vested and be treated in accordance with an equity incentive plan to Section 2.1 and shall not be established assumed by HoldCo (Parent or the “HoldCo Share Plan”)Surviving Corporation; provided that, an option to purchase the same number any award of HoldCo Shares as the total number shares of Ordinary Shares Restricted Stock subject to such Company Option immediately prior to certain vesting criteria for which the applicable performance or time period has not yet been completed as of the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and shall vest in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation conditions of the applicable vesting terms) (such awardCompany Stock Plans. At the Effective Time, a “HoldCo Option”all outstanding dividends associated with each share of Restricted Stock that becomes vested pursuant to this Section 2.4(b), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with paid out by the requirements of Section 424 of the Code and (ii) shall be adjusted Company in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Code, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Lawcash lump sum. (c) At The Surviving Corporation shall be entitled to deduct and withhold from the Effective Time, each Company RSU Award, whether vested or unvested, that amounts otherwise payable pursuant to this Section 2.4 to any holder of Options and shares of Restricted Stock such amounts as the Surviving Corporation is outstanding immediately prior required to deduct and withhold with respect to the Effective Time shall be cancelled in exchange for making of such payment under the right Code, or any applicable provision of state, or local Law related to receiveTax, as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior Surviving Corporation shall make any required filings with and payments to the Effective Time (with continuation of the applicable vesting terms) (taxing authorities relating to any such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with Section 409A of the Code. (d) The Company shall take all corporate actions necessary to effect the treatment of the Company Equity Plan, the Company Options and the Company RSU Awards as contemplated by this Section 3.3.deduction or

Treatment of Equity Awards. (a) At Effective as of immediately prior to the Effective Time, the Company shall terminate the Company Equity Plan and all award agreements entered into under the Company Equity Plan. (b) At the Effective Time, restrictions on each Company Option, whether vested or unvested, that is Restricted Share granted prior to the date hereof and outstanding immediately prior to the Effective Time shall shall, without any action on the part of the holder thereof, Parent, Merger Sub or the Company, lapse, and each such Company Restricted Share will be cancelled in exchange for the right to receive, as soon as practicable after treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, an outstanding share of Company Common Shares not subject to any restrictions, subject to any withholding Taxes required by Applicable Law to be withheld; provided that, if there are any performance conditions applicable to any Company Restricted Share (any such Company Restricted Share, “Performance Company Restricted Share”), then the restrictions on such performance-based Company Restricted Share will lapse with respect to a number of Company Common Shares that is calculated as set forth in ‎Section 2.05(a) of the Company Disclosure Schedule and otherwise in accordance with the Company Stock Plan and the applicable award agreement governing such performance-based Company Restricted Shares. For the avoidance of doubt, any additional performance-based Company Restricted Share that may become earned and issuable pursuant to the applicable award agreement upon the applicable anniversary of the grant date of such performance-based Company Restricted Share and in accordance with an equity incentive plan ‎Section 2.05(a) of the Company Disclosure Schedule shall be considered granted and outstanding as of immediately prior to be established by HoldCo the Effective Time for purposes of the foregoing calculation in this ‎Section 2.05(a). (the “HoldCo Share Plan”), an option to purchase the same number b) Effective as of HoldCo Shares as the total number of Ordinary Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders award of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of Restricted Shares granted on or following the Code, date hereof and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Law. (c) At the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall shall, without any action on the part of the holder thereof, Parent, Merger Sub or the Company, be cancelled converted into an award of Parent Restricted Shares in exchange for the right to receive, as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same respect of a number of HoldCo Parent Common Shares as (rounded to the total nearest whole share) determined by multiplying the number of Ordinary Company Restricted Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio. Except as provided in the immediately preceding sentence, each such award of Parent Restricted Shares shall continue to be subject to substantially the same terms and conditions as were applicable to the corresponding award of Company RSU Award Restricted Shares immediately prior to the Effective Time. For purposes of this Agreement, subject to the term “Equity Award Exchange Ratio” means the sum of (i) the Exchange Ratio and in accordance with (ii) the terms quotient of the Company Equity Plan and Cash Consideration divided by the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with Section 409A of the CodeParent Trading Price. (d) The Company shall take all corporate actions necessary to effect the treatment of the Company Equity Plan, the Company Options and the Company RSU Awards as contemplated by this Section 3.3.

Treatment of Equity Awards. (a) At Effective as of immediately prior to the Effective Time, the Company shall terminate the Company Equity Plan and all award agreements entered into under the Company Equity Plan. (b) At the Effective Time, restrictions on each Company Option, whether vested or unvested, that is Restricted Share granted prior to the date hereof and outstanding immediately prior to the Effective Time shall shall, without any action on the part of the holder thereof, Parent, Merger Sub or the Company, lapse, and each such Company Restricted Share will be cancelled in exchange for the right to receive, as soon as practicable after treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, an outstanding share of Company Common Shares not subject to any restrictions, subject to any withholding Taxes required by Applicable Law to be withheld; provided that, if there are any performance conditions applicable to any Company Restricted Share (any such Company Restricted Share, “Performance Company Restricted Share”), then the restrictions on such performance-based Company Restricted Share will lapse with respect to a number of Company Common Shares that is calculated as set forth in Section 2.05(a) of the Company Disclosure Schedule and otherwise in accordance with the Company Stock Plan and the applicable award agreement governing such performance-based Company Restricted Shares. For the avoidance of doubt, any additional performance-based Company Restricted Share that may become earned and issuable pursuant to the applicable award agreement upon the applicable anniversary of the grant date of such performance-based Company Restricted Share and in accordance with an equity incentive plan Section 2.05(a) of the Company Disclosure Schedule shall be considered granted and outstanding as of immediately prior to be established by HoldCo the Effective Time for purposes of the foregoing calculation in this Section 2.05(a). (the “HoldCo Share Plan”), an option to purchase the same number b) Effective as of HoldCo Shares as the total number of Ordinary Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders award of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of Restricted Shares granted on or following the Code, date hereof and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Law. (c) At the Effective Time, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall shall, without any action on the part of the holder thereof, Parent, Merger Sub or the Company, be cancelled converted into an award of Parent Restricted Shares in exchange for the right to receive, as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same respect of a number of HoldCo Parent Common Shares as (rounded to the total nearest whole share) determined by multiplying the number of Ordinary Company Restricted Shares subject to such award immediately prior to the Effective Time by the Equity Award Exchange Ratio. Except as provided in the immediately preceding sentence, each such award of Parent Restricted Shares shall continue to be subject to substantially the same terms and conditions as were applicable to the corresponding award of Company RSU Award Restricted Shares immediately prior to the Effective Time. For purposes of this Agreement, subject to the term “Equity Award Exchange Ratio” means the sum of (i) the Exchange Ratio and in accordance with (ii) the terms quotient of the Company Equity Plan and Cash Consideration divided by the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with Section 409A of the CodeParent Trading Price. (d) The Company shall take all corporate actions necessary to effect the treatment of the Company Equity Plan, the Company Options and the Company RSU Awards as contemplated by this Section 3.3.

Treatment of Equity Awards. (a) At Effective as of immediately prior to the Effective Time, the restrictions on each Company shall terminate Restricted Share granted and then outstanding immediately prior to the Effective Time shall, without any action on the part of the holder thereof, Parent, Merger Sub or the Company, lapse, and each such Company Restricted Share will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, an outstanding share of Company Common Shares not subject to any restrictions, subject to any withholding Taxes required by Applicable Law to be withheld; provided that, if there are any performance conditions applicable to any Company Restricted Share, then the restrictions on such performance-based Company Restricted Share will lapse with respect to a number of Company Common Shares that is calculated as set forth in Section 2.05(a) of the Company Equity Disclosure Schedule and otherwise in accordance with the Company Stock Plan and all the applicable award agreements entered into under agreement governing such performance-based Company Restricted Shares. For the avoidance of doubt, any additional performance-based Company Restricted Share that may become earned and issuable pursuant to the applicable award agreement upon the applicable anniversary of the grant date of such performance-based Company Restricted Share and in accordance with Section 2.05(a) of the Company Equity PlanDisclosure Schedule shall be considered granted and outstanding as of immediately prior to the Effective Time for purposes of the foregoing calculation in this Section 2.05(a). (b) At Effective as of immediately prior to the Effective Time, each Company Option, whether vested or unvested, RSU that is outstanding immediately prior to the Effective Time shall be cancelled in exchange for canceled and converted into the right to receivereceive an amount equal to (i) the Merger Consideration, plus (ii) any accrued but unpaid dividends or dividend equivalents in respect of such Company RSU as of the Effective Time. (c) Prior to the Effective Time, the compensation committee of the Board of Directors and the Board of Directors, as applicable, shall have adopted any resolutions and have taken any actions that are necessary to effectuate the treatment of the Company Restricted Shares and Company RSUs pursuant to this Section 2.05. As soon as practicable following the date hereof and in all events prior to, and contingent upon, the Effective Time, the Company shall cause the Company Stock Plan to terminate at or prior to the Effective Time. (d) At or prior to the date hereof, the Company or the Board of Directors, as applicable, shall have adopted such resolutions and taken such other actions as may reasonably be required to provide that, (i) the ESPP shall be frozen and suspended at the end of the “offering period” that is in progress as of the date of this Agreement and no new offering periods shall commence under the ESPP at any time on or after the date hereof, (ii) no current participants in the ESPP shall be permitted to increase their payroll deduction elections or rate of contributions under the ESPP from those in effect on the date of this Agreement or make any separate non-payroll contributions to the ESPP on or following the date of this Agreement and no individuals not participating in the ESPP as of the day before the date of this Agreement shall commence participation in the ESPP during the period from the date of this Agreement through the Effective Time, (iii) effective upon the consummation of the transactions contemplated hereby, any “offering period” that would otherwise be in progress as of the Effective Time will be accelerated in accordance with Section 14 of the ESPP (including the provision of notices to participants in the ESPP as provided therein) to a date on or prior to the fifth (5th) Business Day prior to the Closing Date and (iv) the ESPP shall terminate prior to, and contingent upon, the Effective Time. (e) All payments under this Section 2.05 ‎‎shall be made at or as soon as practicable after the Effective Time (and in accordance with an equity incentive plan to be established by HoldCo no event later than the next regularly scheduled payroll run of the Company or Surviving Corporation that is at least five (5) Business Days following the “HoldCo Share Plan”Closing Date), an option pursuant to purchase the same number of HoldCo Shares as Company’s or the total number of Ordinary Shares Surviving Corporation’s ordinary payroll practices, and will be subject to any applicable withholding. (f) Notwithstanding anything in ‎Section 2.05(a), ‎Section 2.05(b) or ‎Section 2.05(c) to the contrary, but subject to ‎Section 6.01(b), ‎Section 6.01(l), and ‎Section 6.01(m), any grant of any Company Restricted Shares made after the date hereof and before the Effective Time (such Company Option immediately Restricted Shares, “Interim Company Restricted Shares”) shall expressly provide for treatment that is different from the treatment prescribed by this Section 2.05 such that, the Interim Company Restricted Shares, to the extent not forfeited pursuant to the terms of the Interim Company Restricted Share prior to the Effective Time, at a per share exercise price (A) shall be converted into an award that entitles the holder thereof, upon vesting, to receive an amount in cash equal to the Exercise Price immediately prior to Merger Consideration, plus any interest accrued on the basis of prime rate as published in The Wall Street Journal in effect at the Effective Time, subject to compounded quarterly, calculated on the basis of actual days elapsed (including the Closing Date and each applicable vesting date) in accordance with respect of each Interim Company Restricted Share and (B) in the terms of event that the holder’s service is terminated by the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” Surviving Corporation without Cause (as defined in Section 422 the Company Stock Plan) or by the holder for Good Reason (as defined in the Company Stock Plan) at the time of the Codeor within twenty-four (24) shall be adjusted in accordance with the requirements of Section 424 of the Code and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Code, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by Law. (c) At months following the Effective Time, any unvested Interim Company Restricted Shares as of the date of such holder’s separation from service shall fully vest. Except as otherwise provided in this ‎Section 2.05(f), each Company RSU Award, whether vested or unvested, that is outstanding immediately prior cash-settled award covered by this ‎Section 2.05(f) shall have the same terms and conditions (including vesting terms and conditions) as applied to the Effective Time corresponding Interim Company Restricted Share. All payments under this ‎Section 2.05(f) shall be cancelled in exchange for the right to receive, made at or as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the each applicable vesting terms) (such awarddate, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject pursuant to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes in the Company’s or HoldCothe Surviving Corporation’s capital structure upon or immediately prior ordinary payroll practices, and will be subject to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted in a manner that complies with Section 409A of the Codeany applicable withholding. (d) The Company shall take all corporate actions necessary to effect the treatment of the Company Equity Plan, the Company Options and the Company RSU Awards as contemplated by this Section 3.3.

Treatment of Equity Awards. (a) At the Effective Appointment Time, each outstanding Company Option, whether vested or unvested, shall become fully vested and cancelled and (i) in the case of a Company Option having a per share exercise price less than the Offer Price, the holder thereof shall have the right to receive from the Company for each share of Company Common Stock subject to such Company Option immediately prior to the Appointment Time an amount (subject to any applicable withholding tax) in cash in U.S. dollars equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Appointment Time and (B) the amount by which the Offer Price exceeds the per share exercise price of such Company Option, or (ii) in the case of any Company Option having a per share exercise price equal to or greater than the Offer Price, without the payment of cash or issuance of other securities in respect thereof. The cancellation of a Company Option as provided in the immediately preceding sentence shall terminate the Company Equity Plan be deemed a release of any and all award agreements entered into under rights the holder thereof had or may have had in respect of such Company Equity PlanOption. (b) At the Effective Appointment Time, each Company OptionRSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time thereto shall become fully vested and shall be cancelled in exchange for converted automatically into the right to receive, as soon as practicable after receive at the Effective Appointment Time and an amount (subject to any applicable withholding tax) in accordance with an equity incentive plan cash in U.S. dollars equal to be established by HoldCo the product of (the “HoldCo Share Plan”), an option to purchase the same number of HoldCo Shares as i) the total number of Ordinary Shares such shares of Company Stock subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the Exercise Price immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo Option”), provided that the number of HoldCo Shares subject to such HoldCo Option and/or the exercise price of such HoldCo Option may be adjusted by HoldCo to reflect changes in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company Options; provided further that each Company Option (i) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code RSU and (ii) shall be adjusted in a manner that complies with Section 409A of the Code. The Parties acknowledge that, for U.S. federal income tax purposes, holders of Company Options will treat cancellation of such Company Options as a transaction that is not governed by Section 351 of the Code, and the Parties shall not take inconsistent reporting positions for U.S. federal income tax purposes unless required by LawOffer Price. (c) At Prior to the Effective Appointment Time, the Company shall have used commercially reasonable efforts to deliver all required notices (which notices shall have been approved by Parent, such approval not to be unreasonably withheld, conditioned or delay), if any, to each holder of Company RSU Award, whether vested or unvested, that is outstanding immediately prior Equity Award setting forth each holder’s rights pursuant to the Effective Time respective Company Equity Plan, stating that such Company Equity Awards shall be cancelled in exchange for the right to receive, as soon as practicable after the Effective Time and in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms) (such award, a “HoldCo RSU Award”); provided that the number of HoldCo Shares subject to such HoldCo RSU Award may be adjusted by HoldCo to reflect changes treated in the Company’s or HoldCo’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Company RSU Awards; provided that each Company RSU Award shall be adjusted manner set forth in a manner that complies with this Section 409A of the Code7.9. (d) The Company shall take all corporate commercially reasonable actions necessary to effect ensure that, as of the treatment of Appointment Time, (i) the Company Equity PlanPlans shall terminate and (ii) no holder of a Company Equity Award or any participant in any Company Equity Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payments contemplated by Section 7.9(a) and Section 7.9(b). No later than ten (10) days after the Appointment Time, the Company Options shall pay the payment described in Section 7.9(a) to each holder of a Company Option and the payments described in Section 7.9(b) to each holder of a Company RSU Awards as contemplated by RSU. All amounts payable pursuant to this Section 3.37.9 shall be paid without interest.