Common use of Unvested Company RSUs Clause in Contracts

Unvested Company RSUs. Each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amount”), which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash Replacement Company RSU Amount shall otherwise have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was exchanged, except for terms rendered inoperative by reason of the Transactions and other administrative or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vests.

Unvested Company RSUs. Each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the Per Share Price and (Bii) the total number of shares of Class A Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU AmountAmounts”), which Cash Replacement Company RSU Amount Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU RSUs for which such Cash Replacement Company RSU Amount was Amounts were exchanged would have vested and been payable pursuant to its terms. Each terms (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); provided, however, that if a holder of a Cash Replacement Company RSU Amount is terminated by Parent, the Company or the Surviving Corporation without “cause” (as defined in such holder’s then-effective employment agreement with the Company or one of its Subsidiaries or, if none, determined consistently in accordance with the Company’s past practices) in connection with the Closing or thereafter but on or prior to December 31, 2024, such holder’s then unvested Cash Replacement Company RSU Amount shall automatically accelerate and become vested upon such date of termination. Except as otherwise provided in this Section 2.8(a), all Cash Replacement Company RSU Amounts will have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was they were exchanged, except for terms rendered inoperative by reason of the Transactions and or for such other administrative or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vestsAmounts.

Unvested Company RSUs. Each Unvested Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled canceled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (A) the Per Share Price and (B) the total number of shares of Class A Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amount”), which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation Company or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash Replacement Company RSU Amount shall otherwise have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was exchanged, except for terms rendered inoperative by reason of the Transactions Merger and other administrative or ministerial changes reasonably determined by Parent that, in each case, do not adversely impact the Unvested Company RSU holder; provided that if any Continuing Employee’s employment is terminated without Cause (as defined in the Company’s 2014 Equity Incentive Plan) or, to the extent a Continuing Employee participates in the Executive Severance Plan as of the date hereof, the Continuing Employee resigns for Good Reason (as defined in the Executive Severance Plan), in each case, within twelve (12) months following the Effective Time (each, a “Qualifying Termination”), any unpaid portion of the Cash Replacement Company RSU 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 Surviving Corporation Company shall otherwise pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty the second (302nd) days regularly scheduled payroll date following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vests.

Unvested Company RSUs. Each Subject to Section 1.8, Section 1.10, Section 2 and Section 8, at Closing, each Company RSU RSU, that is outstanding as of and unvested immediately prior to the Effective Time that is not Closing and held by a Vested then-current employee or service provider of the Company RSU or any of its Subsidiaries (each, an “Unvested Company RSU”) shall automatically), shall, without any action on the part of Parent, Merger SubPurchaser, the Company or the holder thereof, be cancelled substituted as provided in this Section 1.2(d), and converted into each holder thereof (including any Seller) who continues to be employed by or in service with Parent or any of its Subsidiaries (including the right Company) as of immediately following the Closing shall be entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an amount in cash, without interest thereon and subject “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down to applicable withholding Taxes, the nearest whole share of Parent Common Stock) equal to the product of (Ai)(A) the Per Share Price and aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU (assuming it were fully vested), multiplied by (B) the total number Post-Preference Per Share Amount divided by (ii) the Parent Closing Stock Price; provided that such Unvested Replacement RSU Award (x) shall vest in substantially equal quarterly installments over the aggregate remaining vesting period applicable to the corresponding Unvested Company RSU, subject to continued employment or service of shares the holder thereof with Parent or any of Class A Common Stock its Subsidiaries (including the Company) on the applicable vesting date with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, (and in each case subject to applicable withholdings and Taxes); provided, however, that any payment under this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on the same terms and conditions as were applicable to such Unvested Company RSU as (without regard to any provisions that would result in accelerated vesting). The size of immediately prior the Unvested Replacement RSU Award to the Effective Time (the “Cash Replacement Company RSU Amount”), which Cash Replacement Company RSU Amount will, subject be granted to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the each holder of an Unvested Company RSU for which such Cash in connection with the Closing, shall be set forth on the Closing Consideration Spreadsheet. Purchaser shall procure that Parent issues the Unvested Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to its termsAwards as promptly as reasonably practicable following the Closing. Each Cash Replacement Company RSU Amount shall otherwise have the same terms and conditions (including with respect to vesting) as applied Notwithstanding anything to the contrary in this Agreement, Unvested Replacement RSU Awards issued as a result of the substitution of Unvested Company RSU for which it was exchangedRSU, except for terms rendered inoperative shall be issued under a qualified equity incentive plan adopted by reason Parent and filed with the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of the Transactions and other administrative Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vests.other

Unvested Company RSUs. Each (1) One-third of each Unvested Company RSU outstanding as of immediately prior to the Effective Time that is not shall become a Vested Company RSU and settled in accordance with Section 2.04(c)(i). (an “2) One-third of each Unvested Company RSU”) RSU shall automatically, without any action on the part of Parent, Merger Sub, the not become a Vested Company or the holder thereof, RSU and shall instead be cancelled and converted into the contingent right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, a cash payment equal to the product of (A) the Per Share Price Merger Consideration and (B) the total number of shares of Class A Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amount”), which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash Replacement Company RSU Amount shall otherwise have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was exchanged, except for terms rendered inoperative by reason (subject to any required withholding under applicable Tax Law); provided that such cash payment shall not be paid at the Effective Time but shall instead be subject to the holder of such Unvested Company RSU being continuously employed with the Surviving Corporation until the earlier of (x) date of the Transactions satisfaction of the original vesting conditions applicable to the underlying Unvested Company RSU or (y) the first anniversary of the Effective Date. (3) The remaining one-third of each Unvested Company RSU shall not become a Vested Company RSU and other administrative or ministerial changes determined by Parent. The shall instead be cancelled and converted into the contingent right to receive a cash payment equal to the product of (A) the Merger Consideration and (B) the number of shares of Company Common Stock subject to the Unvested Company RSU (subject to any required withholding under applicable Tax Law); provided that such cash payment shall not be paid at the Effective Time but shall instead be subject to the holder of such Unvested Company RSU being continuously employed with the Surviving Corporation shall pay any portion until the earlier of (x) date of the Cash Replacement satisfaction of the original vesting conditions applicable to the underlying Unvested Company RSU Amount or (y) the eighteen (18)-month anniversary of the Effective Date. (4) Notwithstanding the foregoing in this Section 2.04(c)(ii), in the event that vests the holder’s employment with the Surviving Corporation is terminated by the Surviving Corporation other than for Cause, the vesting conditions with respect to any unpaid Unvested Company RSU consideration shall be deemed satisfied as of the holder’s last day of employment with the Surviving Corporation. (5) Parent shall cause the Surviving Corporation to pay the Merger Consideration applicable holder thereofto such Unvested Company RSUs, no later without interest thereon, upon the satisfaction of the underlying vesting conditions applicable thereto (including after taking into account any accelerated vesting provided in this Section 2.04(c)(ii) (whether as a result of the first anniversary of the Effective Date, the eighteen (18)-anniversary of the Effective Date, or termination other than thirty (30for Cause, as applicable as provided in this Section 2.04(c))) days following the date on which such portion vestsor as soon as practicable thereafter, but in no event later than March 15th the date which is the later of (A) ten (10) Business Days after the date the vesting conditions are satisfied and (B) the date of the year Company’s first regularly scheduled payroll after such times; provided that any payment in respect of any Unvested Company RSU which, immediately prior to such cancellation was treated as “nonqualified deferred compensation” for purposes of Section 409A of the Code, shall be made on the applicable settlement date of such Unvested Company RSU if required in order to comply with Section 409A of the Code. For the avoidance of doubt, in the event that the original vesting conditions are not satisfied or deemed satisfied pursuant to Section 2.04(c)(ii)(4) as of the holder’s termination of employment or other service relationship with the Company, the holder shall cease to be entitled to any further payments on account of the Unvested Company RSUs. (6) For purposes of this Section 2.04(c) the portion of any Unvested Company RSU with respect to which the vesting provisions are accelerated shall be determined by first accelerating the portion of each Unvested Company RSU which was otherwise scheduled to vest soonest following the year Effective Time and thereafter in order from soonest to vest to latest to vest. (7) No later than five (5) Business Days prior to the Closing Date, Parent and the Company shall mutually prepare and agree to an allocation schedule which shall set forth the following information with respect to the Unvested Company RSUs: (a) the name of each holder thereof, (b) the total number of Unvested Company RSUs issued or granted to such portion vestsholder that remain outstanding as of the Effective Time, (c) the vesting schedule for each Unvested Company RSU, and (d) the applicable settlement or payment date for each Unvested Company RSU that is treated as “nonqualified deferred compensation” for purposes of Section 409A of the Code (or such earlier date following the Effective Time as may be permissible while still complying with Section 409A of the Code).

Unvested Company RSUs. Each such Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled canceled and automatically converted into the right to receive an amount (subject to any Taxes withheld pursuant to Section 2.08(f)) in cash, without interest thereon and subject to applicable withholding Taxesinterest, equal to the product of (Ai) the Per Share Price and Merger Consideration multiplied by (Bii) the total number of shares of Class A Common Stock Shares subject to the Unvested Company RSU (the “Unvested RSU Consideration”); provided, that except as is set forth on Section 2.07(b)(ii) of the Company Disclosure Letter, such per share Unvested RSU Consideration shall not be paid at the Effective Time but shall instead be subject to satisfaction of the original vesting conditions applicable to the underlying Unvested Company RSU in accordance with its terms. Upon satisfaction of such vesting conditions underlying any Unvested RSU Consideration, Parent shall cause the Surviving Corporation to pay the per share Unvested RSU Consideration, without interest and less any Taxes withheld pursuant to Section 2.08(f), to such holders who have satisfied the applicable vesting conditions as of the applicable vesting date on the first regularly scheduled payroll date of the Surviving Corporation that is on or next following the first day of the fiscal quarter immediately following the applicable vesting date of each such Unvested Company RSU as of immediately prior for which such Unvested RSU Consideration was exchanged; provided that, notwithstanding anything to the Effective Time (the “Cash Replacement Company RSU Amount”contrary contained in this Section 2.07(b)(ii), which Cash Replacement Company RSU Amount willif required to comply with Section 409A of the Code, subject to such amount shall be paid on the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as settlement date for the Unvested Company RSU for which such Cash Replacement the Unvested Company Consideration was exchanged, as specified under the terms of the applicable award agreement. Except as is set forth in this Section 2.07(b)(ii) and Section 2.07(b)(ii) of the Company Disclosure Letter, all Unvested RSU Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash Replacement Company RSU Amount shall otherwise Consideration will have the same terms and conditions (including including, with respect to vestingvesting and forfeiture) and conditions as applied to the Unvested Company RSU RSUs for which it was they were exchanged, except for terms rendered inoperative by reason of the Transactions and other administrative or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vestsTransactions.

Unvested Company RSUs. Each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the Per Share Price and (Bii) the total number of shares of Class A Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU AmountAmounts”), which Cash Replacement Company RSU Amount Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU RSUs for which such Cash Replacement Company RSU Amount was Amounts were exchanged would have vested and been payable 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). Each All Cash Replacement Company RSU Amount shall otherwise Amounts will have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was they were exchanged, except for terms rendered inoperative by reason of the Transactions and or for such other administrative or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vestsAmounts.

Unvested Company RSUs. Each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the replaced with a right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the Per Share Price and (Bii) the total number of shares of Class A Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU AmountAmounts”), which Cash Replacement Company RSU Amount Amounts will, subject to the holder’s continued service with Parent or its Affiliates Subsidiaries (including including, following the Effective Time, the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU RSUs for which such Cash Replacement Company RSU Amount was Amounts were exchanged would have vested and been payable 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). Each All Cash Replacement Company RSU Amount shall otherwise Amounts will have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was they were exchanged, except for terms rendered inoperative by reason of the Transactions and or for such other administrative or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company RSU Amount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vestsAmounts.