Common use of Unvested Company Options Clause in Contracts

Unvested Company Options. Each Company Option that is unexpired, unexercised, and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company Option (an “Unvested Company Option”) shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Unvested Company Option multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price under such Unvested Company Option, subject to any required withholding of Taxes (the “Cash Replacement Option Amounts”), which Cash Replacement Option Amounts will, subject to the holder’s continued service with the Parent Entities and their Affiliates (including the Surviving Entities and their Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Option Amounts will have the same terms and conditions (including, with respect to vesting) as applied to the award of Unvested Company Options for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Option Amounts.

Unvested Company Options. Each Company Option that is unexpired, unexercised, and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Unvested Company Option (an “Unvested Company Option”other than the Director Options) shall be cancelled canceled and replaced with a converted into the right to receive an amount in cash, without interestinterest thereon and subject to applicable withholding Taxes, equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Unvested Company Option multiplied by (B) the excess, if any, of the Per Share Price over the applicable exercise price per share exercise price under of Company Common Stock subject to such Unvested Company Option, Option and (ii) the number of shares of Company Common Stock subject to any required withholding of Taxes such Unvested Company Option (the “Cash Replacement Option AmountsAmount” and, together with the Cash Replacement Company RSA Amount, and Cash Replacement Company RSU Amount, the “Cash Replacement Amount”), which Cash Replacement Company Option Amounts Amount will, subject to the holder’s continued service with the Parent Entities and their or its Affiliates (including the Surviving Entities and their Company or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Company Option Amounts were Amount was exchanged would have vested and been payable pursuant to its terms. All Each Cash Replacement Company Option Amounts will Amount shall otherwise have the same terms and conditions (including, including with respect to vesting) as applied to the award of Unvested Company Options Option for which they were it was exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such Merger and other administrative or ministerial changes as reasonably determined by Parent that, in each case, do not adversely impact the reasonable and good faith determination of Parent I are appropriate to conform the administration Unvested Company Option holder; provided that, if any Continuing Employee’s experiences a Qualifying Termination, any unpaid portion of the Cash Replacement Option AmountsAmount shall vest and be paid within sixty (60) days following the employee’s termination of employment, subject to such Continuing Employee’s execution (and non-revocation) of a release of claims in favor of Parent, the Surviving Corporation and its Affiliates. The Company shall otherwise pay any portion of the Cash Replacement Company Option Amount that vests to the applicable holder thereof, no later than the second (2nd) regularly scheduled payroll date following the date on which such portion vests.

Unvested Company Options. Each Company Option that is unexpired, unexercised, and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company Option (an “Unvested Company Option”) shall be cancelled and replaced with a converted into the right to receive an amount in cash, without interestinterest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the aggregate number of shares of Company Common Stock subject to such Unvested Company Option multiplied by as of immediately prior to the Effective Time and (Bii) the excess, if any, of the Per Share Price over the applicable exercise price per share exercise price under of such Unvested Company Option, subject to any required withholding of Taxes Option (the “Cash Replacement Company Option Amounts”), which Cash Replacement Company Option Amounts will, subject to the holder’s continued service with the Parent Entities and their or its Affiliates (including the Surviving Entities and their Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Company Option Amounts were exchanged would have vested pursuant to its termsterms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof). All Cash Replacement Company Option Amounts will have the same terms and conditions (including, including with respect to vesting) as applied to the award of Unvested Company Options Option for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company Option Amounts.

Unvested Company Options. Each (A) At the Closing and without any action on the part of Acquiror, each Unvested Company Option that is unexpiredoutstanding immediately prior to the Closing shall be cancelled and extinguished. Subject to the other terms of this Section 1.1(h)(ii), unexercisedwith respect to any Unvested Company Option held by a Continuing Optionee, such Continuing Optionee shall be entitled to the following: in lieu of such Unvested Company Option, Acquiror shall grant an award of restricted stock units covering Acquiror Shares (a “Substitute RSU”) subject to the terms and outstanding conditions of the applicable Acquiror equity incentive plan and any applicable award agreement thereunder such that each Substitute RSU grant shall cover that number of Acquiror Shares equal to the product of (x) the number of shares of Company Capital Stock with respect to which such Unvested Company Option was unvested as of immediately prior to the Company Merger Effective Time that is not a Vested Company Option Closing multiplied by (an “Unvested Company Option”y) shall be cancelled and replaced with a right to receive an amount in cashequal to (1) the Per Share Closing Stock Consideration, without interest, minus (2) an amount equal to the product quotient of (A) the aggregate number per share exercise price of shares of Company Common Stock subject to such Unvested Company Option multiplied divided by (B) €177.7454, with any resulting fractional share rounded to the excessnearest whole Acquiror Share. (B) Unless otherwise set forth in a Stock Restriction Agreement, if any, each Substitute RSU shall commence vesting on the first Acquiror Vesting Date on or after the later of (i) the twelve (12) month anniversary of the Per Share Price over date on which the applicable per share exercise price under such Unvested Company OptionOption was granted by the Company and (ii) the date that is one (1) month following the Closing Date (such applicable date, subject to any required withholding of Taxes (the “Cash Replacement First Substitute RSU Vesting Date”) and continue vesting in equal quarterly installments on each Acquiror Vesting Date thereafter through the end of the applicable Unvested Company Option Amounts”)Vesting Period, which Cash Replacement Option Amounts willin all cases, subject to the holder’s continued service employment with Acquiror, the Parent Entities and their Affiliates (including the Surviving Entities and Company or one of their Subsidiaries; provided, however, that the portion of the Substitute RSU that vests on the First Substitute RSU Vesting Date shall equal (x) through in the case of clause (i) above where no portion of the Company Option related to such Substitute RSU vested prior to the Closing, 25% of the total Substitute RSU and (y) in all other cases, the same portion of the Substitute RSU that otherwise would have been vested on the First Substitute RSU Vesting Date if the Substitute Option had vested on its original vesting schedule following the Closing Date during the applicable vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Option Amounts will have Vesting Period. (C) Following the same terms and conditions (includingClosing, with respect to vestingeach Unvested Company Option, Acquiror shall grant the additional Substitute RSUs required to be granted by Acquiror pursuant to Section 8.11 (if any) as applied at the time and in the manner contemplated by such section (such amount, the “Post-Closing Adjustment RSUs”). (D) Notwithstanding the foregoing, the terms of each Substitute RSU shall provide for the following: (X) a number of Acquiror Shares issuable pursuant to such Substitute RSU equal to the award of Unvested Company Options for which they were exchanged, except for terms rendered inoperative Indemnity Escrow Number multiplied by reason the Pro Rata Indemnity Escrow Portion with respect to such Substitute RSU (the “Indemnity Escrow Substitute RSUs”) shall not vest or settle until the satisfaction of the transactions contemplated by this Agreement or conditions for such other administrative or ministerial changes as the release to the holder thereof, and shall be subject to cancellation, pursuant to the terms set forth in Section 2.3(e), Section 8.11, Section 10.4 and Section 10.5, in each case, at the time and in the reasonable and good faith determination manner contemplated in each such Section, subject to the terms of Parent I are appropriate any Stock Restriction Agreement, (Y) a number of Acquiror Shares issuable pursuant to conform such Substitute RSU equal to the administration True-Up Escrow Share Number multiplied by the Pro Rata Contribution Escrow Portion with respect to such Substitute RSU (the “True-Up Escrow Substitute RSUs”) shall not vest or settle until the satisfaction of the Cash Replacement Option Amountsconditions for the release to the holder thereof, and shall be subject to cancellation, pursuant to the terms set forth in Section 2.3(e), Section 8.11, Section 10.4 and Section 10.5, in each case, at the time and in the manner contemplated in each such Section, subject to the terms of any Stock Restriction Agreement and (Z) each Post-Closing Adjustment RSU shall only be issuable at the times and in the manner set forth in Section 8.11(b) and shall be subject to the terms of any applicable Stock Restriction Agreement.

Unvested Company Options. Each At the Effective Time, each Unvested Company Option that is unexpiredheld by a Company Continuing Employee shall, unexercised, on the terms and outstanding as of immediately prior subject to the Company Merger Effective Time that is not a Vested conditions set forth in this Agreement, terminate and be cancelled, and, upon the cancellation thereof, such Unvested Company Option (an “shall be converted into the right to receive, for each share of Company Common Stock subject to such Unvested Company Option”) shall be cancelled and replaced with a right to receive , an amount in cash, without interest, cash equal to the product of (Ai) the aggregate number of shares Residual Per Share Amount, minus (ii) the exercise price per share of Company Common Stock subject to such Unvested Company Option multiplied (the “Unvested Cash Option Payment”) subject to the restrictions and other terms of vesting, including continued employment as set forth in a Vesting Cash Payment Notice, in substantially the form attached hereto as Exhibit G (the “Vesting Cash Payment Notice”) and subject to any modifications that may be required by Law. Notwithstanding the foregoing, the Unvested Cash Option Payment shall not automatically be payable by Parent at the Effective Time, and shall instead become payable by or on behalf of the Surviving Corporation on the date set forth in the applicable Vesting Cash Payment Notice (subject to the restrictions and other terms of such vesting schedule, including continued employment). The Vesting Cash Payment Notice will provide that (A) individual dollar allocations will be paid out in accordance with the same vesting schedule applicable to those Unvested Company Options, (B) subject to the excess, if any, terms and conditions regarding vesting of the Per Share Price over standard form of agreement for the issuance of Company Options under the Company Stock Plan and any deviations from the vesting on such standard forms disclosed on Schedule 3.4(b) of the Company Disclosure Letter, in order to receive any particular installment payment, a participant must be currently employed by the Surviving Corporation, or an Affiliate, on the applicable per share exercise price vesting date (i.e., no prorated or accelerated payment will be made if a participant is terminated prior to the applicable vesting date), and (C) no reallocation of any Unvested Cash Option Payment will be made to any other Person. The Surviving Corporation may in its discretion make all such required payments through its or its Affiliates’ regular payroll system no later than the last day of the calendar month immediately following the calendar month in which the Unvested Cash Option Payment becomes vested under such Unvested Company Option, the applicable Vesting Cash Payment Notice. All amounts payable pursuant to this Section 2.2(b) shall be subject to any required withholding of Taxes (the “Cash Replacement Option Amounts”), which Cash Replacement Option Amounts will, subject required by Law to be withheld and shall be paid without interest. Subject to the holder’s continued service with the Parent Entities and their Affiliates (including the Surviving Entities and their Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as terms of the Unvested Company Option for which (including the Company Stock Plan), no Unvested Cash Option Payment, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of Law) by any Person, other than Parent or the Surviving Corporation, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Cash Replacement Option Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Option Amounts will have the same terms and conditions (including, with respect to vesting) as applied Person prior to the award distribution to such Person of such Unvested Cash Option Payment in accordance with this Agreement. Each Unvested Company Options for which they were exchanged, except for terms rendered inoperative Option held by reason of a Company Optionholder who is not a Company Continuing Employee shall be cancelled and terminated without consideration upon the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Option AmountsEffective Time.