Common use of Treatment of Restricted Stock Units Clause in Contracts

Treatment of Restricted Stock Units. As of the Effective Time, each Company Restricted Stock Unit (other than any Company Restricted Stock Unit held by a Person that is subject to a Support Agreement (which shall be treated in the manner agreed between the parties to the applicable Support Agreement)) that is issued and outstanding immediately prior to the Effective Time shall become or otherwise be deemed fully vested and all restrictions thereon shall lapse , in each case, in accordance with the terms of the equity plan and award agreement governing each such Company Restricted Stock Unit as in effect on the date hereof (along with any Company Restricted Stock Unit that vested in the ordinary course before the Effective Time, the “Eligible RSUs”) and each Company Restricted Stock Unit shall be canceled by virtue of the Merger and without any action on the part of any holder of any Restricted Stock Unit in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product of (i) the number of shares of Common Stock previously subject to an Eligible RSU and (ii) the Merger Consideration, less any required withholding Taxes (the “Restricted Stock Unit Payment,” and the sum of all such payments, the “Total Restricted Stock Unit Payments”), subject, however, to any rights of such holder pursuant to Section 3.5. As of the Effective Time, all Company Restricted Stock Units shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Unit Payment. Any Company Restricted Stock Units that are not considered to be Eligible RSUs hereunder shall be cancelled and forfeited as of the Closing Date without right to any payment in respect thereof. Prior to the Effective Time, the Company shall take the actions necessary to effectuate this Section 3.3(b).

Treatment of Restricted Stock Units. As Except as otherwise agreed to in writing prior to the Effective Time by Parent and a holder of any Company RSU Awards with respect to such holder’s Company RSU Awards, immediately prior to the Effective Time, each outstanding award of restricted stock units (a “Company Restricted Stock Unit (other than any Company Restricted Stock Unit held by a Person that is subject to a Support Agreement (which shall be treated in the manner agreed between the parties to the applicable Support Agreement)) that is issued and outstanding immediately prior to the Effective Time shall become or otherwise be deemed fully vested and all restrictions thereon shall lapse , in each case, in accordance with the terms of the equity plan and award agreement governing each such Company Restricted Stock Unit as in effect on the date hereof (along with any Company Restricted Stock Unit that vested in the ordinary course before the Effective Time, the “Eligible RSUsRSU Award”) and each Company Restricted under the Stock Unit shall be canceled by virtue of the Merger Plans shall, automatically and without any action on the part of any the holder of any Restricted Stock Unit in consideration for thereof, be cancelled and converted into, and the holder thereof shall only be entitled to the right to receive the following: (i) with respect to each Company Cashed Out RSU Award, without interest, an amount in cash equal to the product obtained by multiplying (i) the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (ii) the Per Share Merger Consideration (the “Company RSU Award Consideration”), which Company RSU Award Consideration shall be fully vested as of the Effective Time and shall be paid as soon as reasonably practicable after the Effective Time; provided that with respect to any Company Cashed Out RSU Awards that constitute nonqualified deferred compensation subject to Section 409A of the Code, the Company RSU Award Consideration will be paid at the earliest time permitted under the applicable Stock Plan, award agreement or Benefit Plan that will not trigger a Tax or penalty under Section 409A of the Code; (ii) with respect to each Company Xxx-0000 XXX Award and Company 2018 Employee RSU Award, the Company RSU Award Consideration, which Company RSU Award Consideration shall remain subject to the same vesting schedule and other relevant payment terms and conditions (including continued service) applicable immediately prior to the Effective Time to receivethe Company Xxx-0000 XXX Award or Company 2018 Employee RSU Award to which such payment relates, as promptly as reasonably practicable following and which will be paid no later than three Business Days after the Effective Timeapplicable vesting date of such former Company Xxx-0000 XXX Award or Company 2018 Employee RSU Award; provided that with respect to any Company Xxx-0000 XXX Awards and Company 2018 Employee RSU Awards that constitute nonqualified deferred compensation subject to Section 409A of the Code, the Company RSU Award Consideration will be paid at the earliest time permitted under the applicable Stock Plan, award agreement or Benefit Plan that will not trigger a Tax or penalty under Section 409A of the Code; and (iii) with respect to each Company 2018 VP RSU Award, a cash payment Parent restricted stock unit award with respect thereto to the aggregate number of shares of Parent Capital Stock equal to the product of (iA) the number of shares of Common Stock previously Shares subject to an Eligible such Company 2018 VP RSU Award immediately prior to the Effective Time and (iiB) the Merger ConsiderationExchange Ratio, less any required withholding Taxes rounded up or down to the nearest whole unit (the a “Restricted Stock Unit Payment,” and the sum of all such payments, the “Total Restricted Stock Unit PaymentsConverted RSU Award”), subject, however, which Converted RSU Award shall remain subject to any rights of such holder pursuant to Section 3.5. As of the Effective Time, all Company Restricted Stock Units shall no longer be outstanding same vesting schedule and shall automatically terminate other terms and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Unit Payment. Any Company Restricted Stock Units that are not considered to be Eligible RSUs hereunder shall be cancelled and forfeited as of the Closing Date without right to any payment in respect thereof. Prior conditions (including continued service) applicable immediately prior to the Effective Time, Time to the Company shall take the actions necessary 2018 VP RSU Award to effectuate this Section 3.3(b)which such payment relates.

Treatment of Restricted Stock Units. As (i) Except as set forth on Section 2.03 of the Company Disclosure Letter, prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that immediately prior to the Effective Time, each then outstanding unvested award of restricted stock units (each, an “RSU”) with respect to Shares (each, an “RSU Award”) granted pursuant to a Company Restricted Stock Unit (Plan, other than any Company Restricted Stock Unit RSU Award held by a Person that is non-employee director of the Company, shall be assumed by the Surviving Corporation and converted into the right to receive an amount in cash, without interest, determined as follows: (A) with respect to an RSU Award subject to performance conditions with a Support Agreement (which shall be treated in the manner agreed between the parties to the applicable Support Agreement)) performance period that is issued and outstanding immediately by its terms has ended prior to the Effective Time shall become or otherwise be deemed fully vested and all restrictions thereon shall lapse , in each case, in accordance with the terms of the equity plan and award agreement governing each such Company Restricted Stock Unit as in effect on the date hereof (along with any Company Restricted Stock Unit that vested in the ordinary course before the Effective Time, the “Eligible RSUs”) and each Company Restricted Stock Unit shall be canceled by virtue of the Merger and without any action on the part of any holder of any Restricted Stock Unit in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto an amount equal to the product of (i) the number of shares of Common Stock previously subject to an Eligible RSU and (ii1) the Merger Consideration, less any required withholding Taxes multiplied by (2) the “Restricted Stock Unit Payment,” and number of RSUs subject to such RSU Award based on actual performance through the sum of all such payments, the “Total Restricted Stock Unit Payments”), subject, however, to any rights end of such holder pursuant performance period; (B) with respect to Section 3.5. As of an RSU Award subject to performance conditions with a performance period that by its terms has not ended prior to the Effective Time, all Company Restricted Stock Units shall no longer be outstanding an amount in cash equal to (1) the Merger Consideration, multiplied by (2) the number of RSUs subject to such RSU Award assuming performance of 100% of target levels; and shall automatically terminate and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights (C) with respect theretoto an RSU Award that vests based solely on continued employment, an amount in cash equal to (1) the Merger Consideration, multiplied by (2) the number of RSUs subject to such RSU Award (such RSU Awards, as converted pursuant to clauses (A) through (C) of this sentence, the “Replacement RSU Awards”). Each Replacement RSU Award will be subject to the same terms and conditions, including vesting and settlement, as applied to the RSU Award for which the Replacement RSU Award was exchanged, except for terms rendered inoperative by reason of the right to receive the Restricted Stock Unit Payment. Any Company Restricted Stock Units transactions contemplated by this Agreement or for such other changes that are not considered materially detrimental to be Eligible RSUs hereunder the holders are necessary for the administration of the Replacement RSU Awards. Notwithstanding anything to the contrary in this Section 2.03(b)(i), (I) the terms of the Replacement RSU Awards shall be cancelled and forfeited amended as set forth on Section 2.03 of the Closing Date without right Company Disclosure Letter, and (II) no change to any payment in respect thereof. existing award agreement shall cause the Replacement RSU Awards to violate Code Section 409A or the terms of any applicable Company Benefit Plan. (ii) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall take adopt resolutions that provide that, immediately prior to the actions necessary Effective Time, each outstanding unvested RSU Award granted pursuant to effectuate this a Company Stock Plan and held by a non-employee director of the Company immediately prior to the Effective Time shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled RSU Award shall be entitled to receive, in consideration of the cancellation of such RSU Award and in settlement therefor, a payment in cash, without interest, of an amount equal to the product of (A) the Merger Consideration multiplied by (B) the number of RSUs subject to such RSU Award (such amounts payable hereunder, the “RSU Payments”) (less any required Tax withholdings as provided in Section 3.3(b2.05).

Treatment of Restricted Stock Units. As of At the Effective Time, each Company Restricted Stock Unit restricted stock unit that (other than any Company Restricted Stock Unit held by i) is vested, but the Shares subject thereto are not deliverable until a Person that is subject to a Support Agreement later date, or (which shall be treated in ii) vests solely on the manner agreed between the parties passage of time with respect to the applicable Support Agreement)Shares (each a “Company RSU”) that is issued outstanding immediately prior to the Effective Time shall, whether vested or unvested, 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 receive (without interest) an amount in cash equal to the Merger Consideration, less applicable Taxes required to be withheld with respect to such payment pursuant to Section 2.5. At the Effective Time, each restricted stock unit that vests based on achievement of performance metrics (“Performance RSU”) that is outstanding immediately prior to the Effective Time shall become or otherwise be deemed fully vested and all restrictions thereon shall lapse , in each case, vest in accordance with the terms of the equity plan and award agreement governing each such Company Restricted Stock Unit as in effect on granting the date hereof (along with any Company Restricted Stock Unit that vested in the ordinary course before the Effective TimePerformance RSU, the and, if so vested, will become a “Eligible RSUs”) and each Company Restricted Stock Unit shall be canceled by virtue of the Merger and Vested Performance RSU” and, without any required action on the part of any the holder thereof, be cancelled and shall entitle the holder of any Restricted Stock Unit the Vested Performance RSU to receive (without interest) an amount in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product of (i) the number of shares of Common Stock previously subject to an Eligible RSU and (ii) the Merger Consideration, less any applicable Taxes required withholding Taxes to be withheld with respect to such payment pursuant to Section 2.5; provided, for the avoidance of doubt that in no event shall the number of Performance RSUs that become Vested Performance RSUs hereunder exceed the number of Performance RSUs indicated on the Company Stock Award Schedule (as defined in Section 3.2(a)), based on achievement of performance metrics at target level (the “Restricted Stock Unit Payment,” Target Performance RSUs”) and prorated to reflect the sum portion of all the performance period applicable to each such payments, the “Total Restricted Stock Unit Payments”), subject, however, to any rights of such holder pursuant to Section 3.5. As Target Performance RSU that will have elapsed as of the Effective Time. For the avoidance of doubt any Performance RSU that is not a Vested Performance RSU shall, all Company Restricted Stock Units shall no longer at the Effective Time be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Unit Payment. Any Company Restricted Stock Units that are not considered to be Eligible RSUs hereunder shall be cancelled and forfeited without any payment thereon. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to the holders of Company RSUs and Vested Performance RSUs the cash payments described in this Section 2.4(b) as of soon as practicable following the Closing Date without right to any payment in respect thereof. Prior to through the Effective TimeSurviving Corporation’s payroll system, but not later than fifteen days following the Company shall take the actions necessary to effectuate this Section 3.3(b)Closing Date.

Treatment of Restricted Stock Units. As of the Effective Time, each Company Restricted Stock Unit (other than any Company Restricted Stock Unit held by a Person that is subject to a Support Agreement (which shall be treated in the manner agreed between the parties to the applicable Support Agreement)) that is issued and outstanding immediately prior to the Effective Time shall become or otherwise be deemed fully vested and all restrictions thereon shall lapse , in each case, in accordance with the terms as of the equity plan and award agreement governing each such Company Restricted Stock Unit as in effect on the date hereof (along with any Company Restricted Stock Unit that vested in the ordinary course before the Effective Time, other than any Restricted Stock Unit granted following the date hereof in accordance with Section 6.1(e) of the Company Disclosure Letter (the “Eligible Post-Signing RSUs”) and each Company other than any Restricted Stock Unit issued pursuant to the Change in Control Retention Bonus Plan (the “Retention Bonus Plan”), shall be canceled by virtue of the Merger and without any action on the part of any holder of any Restricted Stock Unit, become fully vested. Each Post-Signing RSU that is issued and outstanding as of the Effective Time shall by virtue of the Merger and without any action on the part of any holder of any Post-Signing RSU shall vest in accordance with the vesting terms set forth on Section 6.1(e) of the Company Disclosure Letter. Each vested Restricted Stock Unit in consideration for shall be converted into the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product of (i) the number of shares of Common Stock previously subject to an Eligible RSU and (ii) the Class A Merger Consideration, less any required withholding Taxes Consideration (the “Restricted Stock Unit Payment,” and the sum of all such payments, the “Total Restricted Stock Unit Payments”), subject, however, to any rights of such holder pursuant to Section 3.5. As of the Effective Time, all Company Restricted Stock Units shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights with respect thereto, except except, with respect to the vested Restricted Stock Units, the right to receive the Restricted Stock Unit Payment. Any Company ; provided, however that each Restricted Stock Units that are not considered Unit issued pursuant to be Eligible RSUs hereunder the Retention Bonus Plan shall remain outstanding and payment shall be cancelled and forfeited as made at the earlier of the Closing Date without right to any payment in respect thereof. Prior to (x) ninety (90) days following the Effective Time, provided that the Company shall take holder of the actions necessary to effectuate this Section 3.3(b)Restricted Stock Unit is employed by the Surviving Corporation or any of its affiliates on such date or (y) termination of the holder of such Restricted Stock Unit without cause or resignation for good reason (as is defined in the applicable Retention Bonus Plan) in accordance with the terms of the applicable Restricted Stock Unit award agreement.

Treatment of Restricted Stock Units. As of (a) Immediately prior to the Effective Time, each Company restricted stock unit (each, a “Restricted Stock Unit (other than any Company Restricted Stock Unit held by a Person that is subject to a Support Agreement (which shall be treated in the manner agreed between the parties to the applicable Support Agreement)Unit”) that is issued granted under the Company Stock Plan or otherwise and outstanding as of immediately prior to the Effective Time shall automatically become or otherwise be deemed fully vested and all restrictions thereon shall lapse , in each case, in accordance with the terms as of the equity plan Effective Time and award agreement governing each such Company Restricted Stock Unit as in effect on the date hereof (along with any Company Restricted Stock Unit that vested in the ordinary course before the Effective Time, the “Eligible RSUs”) and each Company Restricted Stock Unit shall be canceled by virtue as of the Merger and without any action on the part of any holder of any Restricted Stock Unit in consideration for the right at the Effective Time and automatically converted into the right to receivereceive an amount in cash, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product sum of (i) the product of (A) the Closing Date Per Share Merger Consideration and (B) the aggregate number of shares of Common Stock previously subject to an Eligible such Restricted Stock Unit immediately prior to the Effective Time (the product, the “Closing RSU and Amount”) plus (ii) the product of (x) the Additional Per Share Merger Consideration, less any required withholding Taxes if any, and (y) the “aggregate number of shares of Common Stock subject to such Restricted Stock Unit Payment,” and immediately prior to the sum of all such paymentsEffective Time (the product, the “Total Restricted Stock Unit PaymentsAdditional RSU Amount”) (collectively, the Closing RSU Amount and the Additional RSU Amount, the “RSU Consideration”). Parent shall, subjector cause the Surviving Corporation to, howeverpay the applicable Closing RSU Amount and Additional RSU Amount, if any, to any rights of such holder pursuant to Section 3.5. As of each applicable Equity Incentive Holder as soon as practicable after the Effective TimeTime or such time as the Escrow Fund or Equityholder Representative Expense Fund is released, as applicable. (b) On and subject to the terms and conditions of this Agreement, the Company shall have taken all Company Restricted Stock Units shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Unit Payment. Any Company Restricted Stock Units actions necessary so that are not considered to be Eligible RSUs hereunder shall be cancelled and forfeited as of the Closing Date without right to any payment in respect thereof. Prior to at the Effective Time, the Company Stock Plan and all Restricted Stock Units shall take be terminated and canceled and be of no further force and effect in accordance with the actions necessary Company Stock Plan (or other applicable agreement) and the agreements governing the Restricted Stock Units. Without limiting the generality of the foregoing, effective as of the Closing, any and all rights of each Equity Incentive Holder (and any and all liabilities of the Surviving Corporation to effectuate each Equity Incentive Holder other than with respect to withholding of Taxes and reporting with respect thereto) with respect to the Restricted Stock Units shall terminate in all respects, except for the right to receive consideration in accordance with Section 2.5(a), subject to the terms and conditions set forth in this Section 3.3(b)Agreement.