Unvested Company RSAs. Each Unvested Company RSA shall be canceled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the Per Share Price (the “Cash Replacement Company RSA Amount”), which Cash Replacement Company RSA Amount will, subject to the holder’s continued service with Parent or its Affiliates (including the Company or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSA for which such Cash Replacement Company RSA Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash Replacement Company RSA Amount shall otherwise have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSA for which it was exchanged, except for terms rendered inoperative by reason of the Merger and other administrative or ministerial changes reasonably determined by Parent that, in each case, do not adversely impact the Unvested Company RSA holder; provided that, if any Continuing Employee experiences a Qualifying Termination, any unpaid portion of the Cash Replacement Company RSA Amount 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 RSA 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 RSAs. (i) Pursuant to the Offer made in accordance with Section 3.2, in respect of Unvested Company RSAs, Purchaser shall offer each holder of Unvested Company RSAs the right to enter into a cancellation agreement (or, where applicable, a deed of cancellation) (an “RSA Cancellation Agreement”) pursuant to which such holder shall agree to cancel, effective as of the Offer Acceptance Time, such Unvested Company RSA and replace it with a right to receive:
(1) If the holder is a French tax resident, a grant (each such grant, a “Parent RSU Grant”) for that number of Parent RSUs calculated as set forth on Section 3.5.2(b)(i) of the Company Disclosure Letter; or
(2) If the holder is not a French tax resident, at Purchaser’s discretion, either (I) a Parent RSU Grant for that number of Parent RSUs calculated as set forth on Section 3.5.2(b)(i) of the Company Disclosure Letter or (II) the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of Company Shares subject to such Unvested Company RSA multiplied by (y) the Offer Price, subject to any required withholding of Taxes (the “Cash Replacement RSA Amount”), which Cash Replacement RSA Amount will be subject to the holder’s continued employment with Parent, the Company, or any of their Affiliates through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSA for which such Cash Replacement RSA Amounts were exchanged would have vested pursuant to its terms, or, with respect to Company RSAs subject to the mandatory holding period under Section 102 of the Israeli Tax Ordinance such time when the applicable mandatory holding period ends. The Company and Parent shall cooperate in filing as soon as reasonably practicable, an application with the Israeli Tax Authority, in the form and substance reasonably satisfactory to Parent’s counsel in order to obtain a tax pre-ruling approving the above treatment with respect to Unvested Company RSAs and to the extent such pre-ruling is obtained will comply with its terms.
(ii) Each Parent RSU Grant shall be subject to the vesting schedule set forth on Section 3.5.2(b)(ii) of the Company Disclosure Letter and to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice, provided that Parent RSAs awarded to French tax resident holders shall not subject to any lock-up period, unless they qualify for the French favorable tax regime.
Unvested Company RSAs. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder thereof, each Unvested Company RSA will be modified to reflect an award of restricted cash, without interest, in an amount equal to the Merger Consideration (each, a “Modified Unvested Company RSA”). Each Modified Unvested Company RSA will have the same terms and conditions as applied to the Unvested Company RSA prior to such modification, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of such Modified Unvested Company RSA; provided, however, that the Protection Period with respect to each such Modified Unvested Company RSA shall be extended if and to the extent necessary so that it covers the entire vesting period of such Modified Unvested Company RSA. For the avoidance of doubt, only the duration of the Protection Period is modified by the previous sentence, and whether a Protection Period applies and the terms and conditions of any such Protection Period shall be governed by the terms and conditions of each current Company RSA.
