Common use of Unvested Options Clause in Contracts

Unvested Options. Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options shall be cancelled for no consideration.

Unvested Options. Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at At the Effective Time, except that each option (ieach, a “Company Stock Option”) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stockpurchase Shares granted under any employee or director stock option, with no cash being payable for any fractional share eliminated by such rounding) stock purchase or equity compensation plan, arrangement or agreement of the number of shares of Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Common Stock Plans”), that were issuable upon exercise of such option is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iiiv) the per share exercise price for the shares of Acquirer Class A Common under each such unvested Company Stock issuable upon exercise of such Assumed Option shall be equal to adjusted by dividing the quotient (rounded per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the next whole nearest cent) obtained by dividing the exercise price per share of ; provided, however, that with respect to Company Common Stock at which such option was exercisable Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time by the Option Exchange Ratio and (iii) subject if not exercised prior to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees or as of the Effective Time. In addition, and each such Unvested unvested Company Stock Option that is not an Assumed Options “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be cancelled adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for no considerationthe five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).

Unvested Options. Except where prohibited by Applicable Law, each Unvested Each unvested outstanding Company Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, (each an “Unvested Company Option”) shall be assumed and converted by Acquirer Parent (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Codewill continue to have, and be subject to, the attendant Treasury Regulations under such Code sections, same terms and in accordance with Section 5.12. As conditions set forth in Section 5.12the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, subject including but not limited to any employment or other agreement entered into by such Continuing Employee with Acquirer providing for accelerated vesting or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to other terms governing such Assumed Option Options) immediately prior to or at the Effective TimeTime (including any repurchase rights or vesting provisions), except that (i) each such Assumed Unvested Company Option shall will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Acquirer Class A Common Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Acquirer Class A Common Parent Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time ), and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Parent Stock issuable upon exercise of such Assumed assumed Unvested Company Option shall will be equal to the quotient (rounded up to the next whole cent) obtained determined by dividing the exercise price per share of Company Common Stock at which such option Unvested Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time such options were incentive stock options) and of exercise pursuant to the applicable vesting scheduleTreasury Regulations Section 1.409A-1(b)(5)(v)(D). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Assumed Option. Each unvested outstanding Company Option that is not an Assumed Options Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled for and extinguished, with no considerationconsideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.

Unvested Options. Except where prohibited by Applicable Law(i) At the First Effective Time, each Unvested Company Option held by a Significant Employee Stockholder, Key Employee or Continuing Employee shallService Provider (x) that is unvested, on outstanding and unexercised immediately prior to the First Effective Time (after giving effect to any vesting that is contingent upon the completion of the Mergers) (each, an “Unvested Option”) and (y) that has an exercise price per share of Company Common Stock subject to such Company Option that is less than the Per Share Amount (an “Outstanding In-the-Money Unvested Option”) shall be converted into and become an option to purchase Parent Common Stock, and Parent shall either assume such Company Option or replace such Company Option by causing Parent to issue a replacement stock option to purchase Parent Common Stock in substitution therefor with substantially the same terms and as such Company Option, subject to the conditions set forth in remainder of this Agreement, be assumed and converted by Acquirer Section 1.6(c) (such all Outstanding In-the-Money Unvested Options that are assumed hereunder, the or replaced pursuant to this Section 1.6(c) are hereafter referred to as “Assumed Substitute Options”) in accordance with Section 409A ). All rights to purchase shares of Company Common Stock under Substitute Options shall thereupon be converted into rights to purchase Parent Common Stock. Accordingly, from and after the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the First Effective Time, except that : (iA) such Assumed each Substitute Option shall may be exercisable exercised solely for that number of whole shares of Acquirer Class A Parent Common Stock equal to Stock; (B) the product (rounded down to the next whole number of shares of Acquirer Class A Parent Common Stock, with no cash being payable for any fractional share eliminated Stock subject to each Substitute Option shall be determined by such rounding) of multiplying the number of shares of Company Common Stock that were issuable upon exercise of subject to such option Substitute Option immediately prior to the First Effective Time and by the Option Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iiC) the per share exercise price for the shares a share of Acquirer Class A Parent Common Stock issuable upon exercise of such Assumed each Substitute Option shall be equal to the quotient (rounded up to the next whole cent) obtained determined by dividing the per share exercise price per of a share of Company Common Stock at which subject to such option was exercisable Substitute Option, as in effect immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the First Effective Time, by the Exchange Ratio, and each rounding the resulting exercise price up to the nearest whole cent; and (D) any restriction on the exercise of any Substitute Option shall continue in full force and effect and, subject to Section 4.6, the term, status as an incentive stock option under Code Section 422 or a nonstatutory stock option and vesting schedule of such Substitute Option shall otherwise remain unchanged as a result of the assumption or replacement of such Substitute Option; provided that (1) the compensation committee of Parent’s board of directors shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to the administration of such Substitute Options; (2) the Substitute Option shall be subject to administrative procedures consistent with those in effect under Parent’s equity compensation plan; (3) the Substitute Option will not be subject to a post-termination exercise period that is longer than the periods set forth in Sections 4.6.1, 4.6.2 and 4.6.3 of the Company Stock Plan, notwithstanding any Contract to the contrary; and (4) the Substitute Options will not be exercisable prior to the date on which they become vested. Each Unvested Option that is not an Assumed Options a Substitute Option shall be cancelled for no considerationconsideration as of the First Effective Time. (ii) At the First Effective Time, each Outstanding In-the-Money Unvested Option held by any Person other than a Significant Employee Stockholder, Key Employee or Continuing Service Provider shall be cancelled, terminated and extinguished by the Company and the holder of each such Outstanding In-the-Money Unvested Option shall receive no consideration thereof. (iii) Prior to the First Effective Time, the Company shall take all actions that may be necessary (under the Company Stock Plan and otherwise) to (I) effectuate the provisions of this Section 1.6(c) and (II) to ensure that, from and after the First Effective Time, holders of Unvested Options have no rights with respect thereto other than those specifically provided in this Section 1.6(c), if any.

Unvested Options. Except where prohibited by Applicable Law, each Unvested ​ (1) Each Company Option held by a Continuing Employee shallthat is unexpired, on the terms unexercised and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option unvested immediately prior to the Effective Time that provides for an exercise price per share that is less than the Per Share Consideration (“Unvested Option”), will, by virtue of the Closing and without further action on the part of the holder thereof, be cancelled and substituted for the right to receive, a Parent Option exercisable into such number of Parent Shares equal to the product of: (x) the number of shares of Common Stock that would have been issuable upon exercise of such Unvested Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Shares. (ii2) The Parent Options to be granted in substitution of Company Options pursuant to this Section 2.2(d)(ii), shall be subject to the terms and conditions of the Parent Equity Plan and the option agreement to be executed thereunder by the Person entitled thereto, except that: (A) the vesting schedule (excluding any acceleration terms of such schedule) of such Unvested Option as in effect immediately prior to the Effective Time shall continue to apply to such Parent Option (and, accordingly, Unvested Options for which Parent Options are issued in substitution pursuant hereto shall be unvested as of immediately after the Effective Time), and (B) the per share exercise price for the shares of Acquirer Class A Common Stock Parent Shares issuable upon exercise of such Assumed Parent Option shall be equal to the quotient (rounded up to the next nearest whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option Unvested Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio Ratio. (3) The grant of substitute Parent Options pursuant hereto shall be conditional upon and (iii) subject to obtaining any consent required under the Company Person entitled thereto executing and timely delivering to Parent an option agreement in a form provided by Parent, and performing such further acts and executing such further documents as may reasonably be necessary by Parent to carry out and give full effect to the grant of such Parent Options and the provisions of such option agreement and Parent Option. (4) Notwithstanding anything herein to the contrary, the exercise price of the substituted Parent Option, the number of shares issuable pursuant to such Parent Option Plan from and the terms and conditions of exercise of such Company OptionholderParent Option shall in all events be determined in order to comply with Sections 424 and 409A of the Code, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only if and to the extent applicable; provided, further, that in the Assumed Option is vested at the time case of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options to which Section 422 of the Code applies, the exercise price and the number of shares issuable pursuant to such Parent Option shall be cancelled for no considerationdetermined in accordance with the foregoing, as well as the requirements of Section 424(a) of the Code, such that it is intended that such Unvested Option’s status (as an incentive stock option) under Code Section 422 shall be maintained.

Unvested Options. Except where prohibited The Company and Buyer shall use all commercially reasonable efforts to provide that, at the Effective Time, the Company’s 2002 Stock Incentive Plan and each Company Option that is outstanding, unvested, unexercised and unexpired immediately prior to the Effective Time (each, an “Unvested Company Option”) shall be assumed by Applicable LawBuyer. Each Unvested Company Option so assumed by Buyer shall continue to have, each Unvested Option held by a Continuing Employee shalland be subject to, on the same terms and subject to the conditions as set forth in this Agreement, be assumed and converted by Acquirer (any stock option plan and/or Contract pursuant to which such Unvested Options assumed hereunderCompany Option was granted and issued, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Codeeach case, and the attendant Treasury Regulations under such Code sections, and as in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option effect immediately prior to or at the Effective Time, except that (i) each such Assumed Unvested Company Option shall be become exercisable in accordance with its terms for that number of whole shares of Acquirer Class A Common Stock Parent Ordinary Shares equal to the product obtained by multiplying (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such roundingx) of the number of shares of Company Common Stock that were issuable upon the exercise in full of such option Unvested Company Option immediately prior to the Effective Time and by (y) the Assumed Company Option Exchange Ratio, rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the shares of Acquirer Class A Common Stock Parent Ordinary Shares issuable upon exercise of each such Assumed Unvested Company Option assumed shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing (x) the exercise price per share of Company Common Stock at which such option Company Option was exercisable immediately prior to the Effective Time by (y) the Assumed Company Option Exchange Ratio and (iii) subject Ratio, rounded up to obtaining any consent required under the nearest whole cent. Following the assumption of such Unvested Company Options, all references to the Company Option in any such Unvested Company Options and the Company’s 2002 Stock Incentive Plan from shall be deemed to refer to Buyer. The conversion of any such assumed Unvested Company Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase Parent Ordinary Shares shall be made so as not to constitute a “modification” of such Company OptionholderOptions within the meaning of Section 424 of the Code; provided, no Assumed Option may be “early exercised” (i.e.however, an Assumed Option may be exercised for shares that none of Acquirer Class A Common Stock only Parent, Buyer or Merger Sub make any representations, warranties or other guarantees to the extent Holders of any assumed Unvested Company Options that any such assumed Unvested Company Options will continue to qualify as “incentive stock options” within the Assumed Option is vested at the time meaning of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as Section 422 of the Effective Time, and each Code following the assumption of such Unvested Option that is not an Assumed Company Options shall be cancelled for no considerationin accordance with the terms hereof.

Unvested Options. Except where prohibited At the Effective Time, the unvested portion of each outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option Plan (the "UNVESTED COMPANY OPTION") will be assumed by Applicable LawParent and converted into an option to purchase shares of Parent Common Stock (each a "PARENT OPTION") as set forth in this Section 2.2.2. Schedule 2.2.2 hereto sets forth (i) a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Plan, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option; and (ii) any acceleration of the vesting of such Company Options that shall be effective as of the Closing Date. Schedule 2.2.2 may be updated prior to the Closing Date to reflect any Company Options granted to new employees of the Company from the date hereof to the Closing Date as approved by Parent in accordance with Section 5.3(m) below. Subject to acceleration of Company Options set forth in Schedule 2.2.2, each Unvested Company Option held assumed by a Continuing Employee shall, on Parent under this Agreement shall retain its respective vesting schedule under the Company Stock Plan and its respective stock option agreement and each such Unvested Company Stock Option shall continue to be subject to the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Company Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective TimePlan, except that (i) each such Assumed Unvested Company Option shall will be exercisable for that number of whole shares of Acquirer Class A Common Stock of Parent ("PARENT COMMON STOCK") equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were would be issuable upon exercise of such option Unvested Company Option immediately prior to the Effective Time Time, assuming that all vesting conditions applicable to such Unvested Company Option were then satisfied, multiplied by the quotient obtained by dividing (A) the price per share paid by Parent from the Common Stock Distribution Amount; by (B) the average closing price of Parent Common Stock on the NASDAQ National Market System for the ten (10) trading days preceding (but not including) the Closing Date, (such quotient, the "OPTION EXCHANGE RATIO" and such average closing price of Parent Common Stock, the Option Exchange Ratio"PARENT COMMON STOCK VALUE") rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Acquirer Class A Parent Common Stock issuable upon exercise of such Assumed assumed or replaced Unvested Company Option shall will be equal to the quotient (rounded up to the next whole cent) obtained determined by dividing the exercise price per share of Company Common Stock at which such option Unvested Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio Ratio, rounded up to the nearest whole cent. Consistent with the terms of the Company Stock Option Plan and (iii) the documents governing the outstanding Company Options under such plan, except as set forth on Schedule 2.2.2, the Company shall not accelerate the exercisability or vesting of such Company Options or the shares of Parent Common Stock which will be subject to obtaining any consent required under those options upon the assumption of the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to Options in connection with the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule)Merger. Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees As soon as of practicable after the Effective Time, Parent shall deliver to each holder of an outstanding Unvested Company Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and each that such Unvested Company Stock Option that is not an Assumed Options shall be cancelled for no considerationcontinue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2.2 after giving effect to the Merger).

Unvested Options. Except where prohibited by Applicable Law(i) At the Effective Time, each Unvested Option held by a Continuing Employee shallwith a per share exercise price less than the Per Share Amount (each such Option, on a “Qualifying Option”) will be assumed by Parent and converted into an option to acquire that number of shares of Parent Stock equal to (x) the terms and number of shares of Company Common Stock subject to such Qualifying Option multiplied by (y) the conditions set forth in this AgreementExchange Ratio, be assumed rounded down to the nearest whole share (each, an “Unvested Assumed Option,” and converted by Acquirer (such Unvested Options assumed hereundertogether with the Vested Assumed Options, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12). As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Each Unvested Assumed Option shall will otherwise be subject to the same vesting arrangements terms and conditions (including with respect as to any acceleration existing vesting) as of the date hereto) that were applicable to such Assumed under the Option immediately prior to or at the Effective Time, except that (i) such each Unvested Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock will have an exercise price per share equal to (x) the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional per share eliminated by such rounding) exercise price of the number of shares of Company Common Stock that were issuable upon exercise of such option Qualifying Option immediately prior to the Effective Time and divided by (y) the Option Exchange Ratio, (ii) rounded up to the per share nearest whole cent; provided that the exercise price for and the number of shares of Acquirer Class A Common Parent Stock issuable upon exercise of such subject to the Unvested Assumed Option shall be equal to determined in a manner consistent with the quotient (rounded up to requirements of Sections 409A and 422 of the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio Code, as applicable and (iiiii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no each Unvested Assumed Option may will no longer be “early exercised” exercisable. (i.e., an Assumed ii) Each Unvested Option may that is not a Qualifying Option will be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested automatically cancelled and extinguished at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and no consideration shall be delivered in exchange therefor. At the Effective Time, each such Unvested Option that is not an Assumed Options held by a non-Continuing Employee will automatically cancelled and extinguished and no consideration shall be cancelled for no considerationdelivered in exchange therefor.

Unvested Options. Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at At the Effective Time, except that each Option outstanding immediately prior to the Effective Time which is not a Vested Option (each, an “Unvested Option”) will, (i) with respect to Unvested Options outstanding on the date hereof, on the same terms and conditions (including vesting and vesting acceleration provisions) as are applicable to such Assumed Unvested Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and (ii) with respect to Unvested Options granted after the date hereof, on the same terms and conditions (including vesting and vesting acceleration provisions) as are applicable to such Unvested Options immediately prior to the Effective Time, automatically be converted into an option to acquire, the number of shares of Parent Common Stock determined by multiplying the number of shares of Company Stock subject to the Unvested Option immediately prior to the Effective Time by a fraction, the numerator of which shall equal the sum of the Retained Per Share Portion of the Estimated Closing Proceeds, plus the Retained Per Share Portion of the Indemnification Escrow Funds, plus the Retained Per Share Portion of any portion of the Representative Holdback Amount, and the denominator of which shall be the Closing Reference Stock Price (the “Option Exchange Ratio”) (with the result rounded down to the nearest whole share), (ii) at an exercise price per share of Parent Common Stock equal to the per share exercise price for the shares of Acquirer Class A Common Company Stock issuable upon exercise of otherwise purchasable pursuant to such Assumed Unvested Option shall be equal to divided by the quotient (Option Exchange Ratio, rounded up to the next nearest whole cent) obtained by dividing cent (such Options, the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting scheduleUnvested Optionholders’ Merger Consideration”). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as The assumption described in this Section 2.04(b) shall be effected in a manner consistent with the requirements of Section 424 of the Effective TimeCode, as applicable, and each such Unvested Option that is not an Assumed Options shall be cancelled for no considerationSection 409A of the Code.

Unvested Options. Except where prohibited by Applicable Law(i) At the Effective Time, each Company Option or portion thereof: (x) that is unvested, outstanding and unexercised immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the completion of the Merger) (each, an “Unvested Option Option”); (y) held by a Continuing Employee shalland (z) that has an exercise price per share of Company Common Stock subject to such Company Option that is less than the Per Share Amount (an “Outstanding In-the-Money Unvested Option”) shall be converted into and become an option to purchase Parent Common Stock, on the terms and Parent shall assume such Outstanding In-the-Money Unvested Option subject to the conditions set forth in remainder of this Agreement, be assumed and converted by Acquirer Section 1.6(b)(i) (such all Outstanding In-the-Money Unvested Options that are assumed hereunder, the pursuant to this Section 1.6(b)(i) are hereafter referred to as “Assumed Options”). All rights to purchase shares of Company Common Stock under Assumed Options shall thereupon be converted into rights to purchase Parent Common Stock. Accordingly, from and after the Effective Time: (A) in accordance with Section 409A each Assumed Option may be exercised solely for shares of Parent Common Stock; (B) the Code and Section 424 number of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, shares of Parent Common Stock subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated determined by such rounding) of multiplying the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior subject to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (C) the per share exercise price for a share of Parent Common Stock issuable upon exercise of each Assumed Option Exchange Ratio and (iii) shall be determined by dividing the per share exercise price of a share of Company Common Stock subject to obtaining any consent required under the Company Option Plan from such Company OptionholderAssumed Option, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only as in effect immediately prior to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, by the Exchange Ratio, and each rounding the resulting exercise price up to the nearest whole cent; (D) any restriction on the exercise of any Assumed Option shall continue in full force and effect and the term, exercisability and vesting schedule of such Assumed Option shall otherwise remain unchanged as a result of the assumption or replacement of such Assumed Option; provided, however, that no Assumed Options or portion thereof shall be (1) exercisable prior to vesting or (2) an “incentive stock option” within the meaning of Section 422 of the Code; and (E) the Parent’s board of directors and/or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to the administration of the Company Stock Plan. (ii) Each Unvested Option that is not an held by a Non-Continuing Employee shall be cancelled and extinguished at the Effective Time without any present or future right to receive any portion of the Merger Consideration therefor. (iii) Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Company Stock Plan and otherwise) to: (A) effectuate the provisions of Sections 1.6(b)(i) and 1.6(b)(ii); and (B) to ensure that, from and after the Effective Time, holders of Unvested Options have no rights with respect thereto other than those specifically provided in Sections 1.6(b)(i) and 1.6(b)(ii), if any. For the avoidance of doubt, the Assumed Options shall not be cancelled for no considerationadjusted as a result of Section 1.8(h).

Unvested Options. Except where prohibited by Applicable LawAt the Effective Time, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the Equityholders, thereafter no longer be assumed and converted by Acquirer (exercisable but shall entitle the holder of such Unvested Option (each, an “Unvested Optionholder”), in cancellation and settlement therefor, to the opportunity to receive, for each share of Common Stock subject to such Unvested Option immediately prior to the Effective Time, an amount in cash, without interest, equal to (A) the Net Option Closing Payment, plus (B) the Per Share Deferred Merger Consideration. The amount of cash each Unvested Optionholder is eligible to receive for the shares of Common Stock subject to the Unvested Options assumed hereunder, held by such Unvested Optionholder shall be rounded down to the “Assumed Options”nearest cent. The payment of cash pursuant to this Section 2.6(b) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option exchange for Unvested Options shall be subject to the same conditions, restrictions and vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Unvested Options immediately prior to or at the Effective Time. Therefore, the cash contingently payable pursuant to this Section 2.6(b) in exchange for any Unvested Option issued and outstanding immediately prior to the Effective Time (collectively, the “Unvested Option Cash”) shall not automatically be owed to the Unvested Optionholder at the Effective Time and, subject to the conditions, restrictions and vesting arrangements that were applicable to such Unvested Options immediately prior to or at the Effective Time, except this Section 2.6(b), and Section 2.11, any such Unvested Option Cash that (i) becomes vested according to such Assumed vesting arrangements shall instead become payable by Purchaser on Purchaser’s next regularly scheduled payroll date following the date that such Unvested Option shall be exercisable would have become vested under the vesting schedule in place for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option Unvested Option immediately prior to the Effective Time and the Option Exchange Ratiodate hereof; provided, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to that if the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as date is within five (5) Business Days of the Effective Timenext regularly scheduled payroll date, and each such Unvested Option that is not an Assumed Options the payment shall be cancelled for made no considerationlater than the immediately following regularly scheduled payroll date.

Unvested Options. Except where prohibited by Applicable Law(i) Effective as of the Effective Time, Purchaser shall assume each Unvested Option held by a Continuing Employee shall(each an “Assumed Option”), and each such Assumed Option shall become an option to acquire, on the same terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to under such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that a number of whole shares of Acquirer Class A Common Stock equal to the product Purchaser common stock (rounded down to the next nearest whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated share) determined by such roundingmultiplying (x) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior subject to the Effective Time and the Unvested Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by (y) the quotient obtained from dividing the amount payable for each share of Common Stock pursuant to Section 1.6(a) (as reasonably determined by the Board of Directors of the Company and Purchaser) by the Closing Price (the “Unvested Option Exchange Ratio and Ratio”) (iiirounded down to the nearest whole number), at a price per share of Purchaser common stock (rounded up to the nearest whole cent) subject equal to obtaining any consent required under the Company Option Plan quotient obtained from such Company Optionholder, no Assumed Option may be “early exercised” dividing (i.e., an Assumed Option may be exercised for A) the exercise price per share of the shares of Acquirer Class A Company Common Stock only to the extent the Assumed Option is vested at the time of exercise purchasable pursuant to the assumed Unvested Option immediately prior to the Effective Time by (B) the Unvested Option Exchange Ratio; provided, however, that the exercise price and the number of shares of Purchaser common stock subject to each Assumed Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and provided further that in the case of each Unvested Option that qualifies immediately prior to the Effective Time as an “incentive stock option” within the meaning of Section 422 of the Code, the exercise price and the number of shares of Purchaser common stock subject to the applicable vesting schedule)Assumed Option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. Acquirer will not assume In connection therewith, the Company shall provide any notices to holders of Unvested Options held as may be required by Persons that do not become Continuing Employees as of the applicable Company Stock Incentive Plan. From and after the Effective Time, and each such Unvested Option that is not an shall no longer represent the right to acquire Company Common Stock. (ii) Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser common stock for delivery upon exercise of the Assumed Options. As of no later than three Business Days after the Effective Time, Purchaser shall maintain a registration statement on Form S-8 (or any successor form)or another appropriate form with respect to the shares of Purchaser common stock subject to such Assumed Options, and Purchaser thereafter shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for as long as any Assumed Options remain outstanding. (iii) To the extent applicable, prior to the Effective Time, Purchaser shall take all such steps as may be cancelled required to approve, for no considerationpurposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the acquisition of Assumed Options in the Merger by any applicable individuals and to cause such acquisitions to be exempt under Rule 16b-3 promulgated under the Exchange Act. (iv) Prior to the Effective Time, the Company shall take all necessary or appropriate action to effectuate the assumption and conversion of the Unvested Options by Purchaser in accordance with the terms of this Section 1.6(d) (including, without limitation, obtaining any necessary consents) and the assignment to Purchaser of the authorities and responsibilities of the Company Board or any committee thereof with respect to the Assumed Options.

Unvested Options. Except where prohibited by Applicable LawAt the Effective Time, each Unvested Company Option held by a Key Employee or Continuing Employee shallService Provider: (x) that is unvested, on outstanding and unexercised immediately prior to the terms Effective Time (after giving effect to any vesting that is contingent upon the completion of the Merger) (each, an “Unvested Option”); and (y) that has an exercise price per share of Company Common Stock subject to such Company Option that is less than the Per Share Amount (an “Outstanding In-the-Money Unvested Option”) shall be converted into and become an option to purchase Parent Common Stock, and Parent shall either assume such Company Option or replace such Company Option by causing Parent to issue a reasonably equivalent replacement stock option to purchase Parent Common Stock in substitution therefor, subject to the conditions set forth in remainder of this Agreement, be assumed and converted by Acquirer Section 1.6(b) (such all Outstanding In-the-Money Unvested Options that are assumed hereunder, the or replaced pursuant to this Section 1.6(b) are hereafter referred to as “Assumed Substitute Options”) in accordance with Section 409A ). All rights to purchase shares of the Code Company Common Stock under Substitute Options shall thereupon be converted into rights to purchase Parent Common Stock. Accordingly, from and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at after the Effective Time, except that : (iA) such Assumed each Substitute Option shall may be exercisable exercised solely for that number of whole shares of Acquirer Class A Parent Common Stock equal to Stock; (B) the product (rounded down to the next whole number of shares of Acquirer Class A Parent Common Stock, with no cash being payable for any fractional share eliminated Stock subject to each Substitute Option shall be determined by such rounding) of multiplying the number of shares of Company Common Stock that were issuable upon exercise of subject to such option immediately prior to the Effective Time and the Substitute Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (C) the per share exercise price for a share of Parent Common Stock issuable upon exercise of each Substitute Option Exchange Ratio and (iii) shall be determined by dividing the per share exercise price of a share of Company Common Stock subject to obtaining any consent required under the Company Option Plan from such Company OptionholderSubstitute Option, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only as in effect immediately prior to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, by the Exchange Ratio, and each rounding the resulting exercise price up to the nearest whole cent; and (D) any restriction on the exercise of any Substitute Option shall continue in full force and effect and the term, incentive stock option status, exercisability and vesting schedule (including vesting acceleration) of such Substitute Option shall otherwise remain unchanged as a result of the assumption or replacement of such Substitute Option. Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Company Stock Plan and otherwise) to: (A) effectuate the provisions of this Section 1.6(b); and (B) to ensure that, from and after the Effective Time, holders of Unvested Option that is not an Assumed Options shall be cancelled for have no considerationrights with respect thereto other than those specifically provided in this Section 1.6(b), if any.

Unvested Options. Except where prohibited by Applicable LawPurchaser shall not assume any Unvested Options, or substitute any Unvested Options with an equivalent option or right, in connection with the transactions contemplated hereby. At the Closing, each Unvested Option (whether held directly or through a trustee for the benefit of the holder) shall by a Continuing Employee shall, virtue of the transactions contemplated hereby and without any action on the terms part of Purchaser, the Company, Holdings, Sellers or any holder of Options, be cancelled and extinguished. In exchange for the cancellation and extinguishment of an Unvested Option pursuant to this Section 1.3(a), subject to the conditions set forth in this Agreementholder thereof first executing and delivering an Option Surrender and Waiver Agreement to Purchaser, be assumed and converted by Acquirer (such Purchaser shall, or shall cause Holdings to, pay through the payroll service of Holdings or one of its Affiliates to each person who at the Closing was holding an Unvested Options assumed hereunderOption, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were Holdings Shares issuable upon exercise of such option Unvested Option immediately prior to the Effective Time Closing, at the respective times and subject to the contingencies specified herein, an amount in cash (such holder’s “Unvested Option Exchange RatioCash”) equal to: (i) the amount, if any, set forth for such Unvested Option in the Closing Consideration Spreadsheet, plus (ii) the per share exercise price amount, if any, set forth for such Unvested Option in the shares Post-Closing Consideration Spreadsheet, in the case of Acquirer Class A Common Stock issuable upon exercise each of such Assumed clauses “(i)” and “(ii)” above, less any deductions and withholdings for Taxes required by applicable Legal Requirements. For the avoidance of doubt, no portion of any holder’s Unvested Option Cash shall be equal contributed to the quotient (rounded up to Purchase Price Adjustment Escrow Fund. A holder’s Unvested Option Cash shall be retained by Purchaser at the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) Closing, shall be subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” permanent retention by Purchaser (i.e., an Assumed forfeiture by the holder of such Unvested Option) and shall be released by Purchaser from any right of retention or forfeiture of Purchaser on the vesting schedule set forth in the Option may be exercised for shares Surrender and Waiver Agreement executed and delivered by such holder, in each case subject to such holder remaining continuously employed by Purchaser or one of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to its Subsidiaries through the applicable vesting schedule)date. Acquirer will not assume Purchaser shall cause all Unvested Option Cash that is released by Purchaser from any Unvested Options held by Persons that do not become Continuing Employees as right of retention or forfeiture of Purchaser during any given calendar quarter to be paid within two payroll periods following the end of such calendar quarter (and in no event later than March 15 of the Effective Time, and each calendar year following the year in which such Unvested Option that is not an Assumed Options shall be cancelled for no considerationvesting occurred).

Unvested Options. Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on as otherwise agreed between the terms applicable holder and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12Parent, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving CorporationSection 2.11, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date heretoor portion thereof) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option issued and outstanding immediately prior to the Effective Time that is an In-the-Money Option and is not a Vested Option (each such Option, an “Unvested Option”) shall, without any further action on the part of the Optionholder, be cancelled and automatically converted into the right to receive only, at the times and in the manner set forth herein, and without any interest thereon, an amount in cash equal to (A) the Spread Value of such Unvested Option (or portion thereof) (net of any amount deducted in accordance with each Seller’s Pro Rata Share pursuant to Section 2.9) (the “Unvested Option Closing Consideration”) plus (B) to the extent any amount is payable in respect of such Unvested Option at (A), the amount, if any, of any of such Optionholders’ Pro Rata Share of any Post-Closing Payments that become payable with respect to such Unvested Option pursuant to this Agreement, which amounts will vest and become payable (at the times and in the manner set forth herein) to such Optionholder by the Surviving Company on the applicable vesting date for such Unvested Option (such vesting date, an “Option Vesting Event”); provided that payment of any such amounts will be made on a quarterly basis based on the calendar quarter in which the Option Exchange RatioVesting Event occurs; provided, further, that, with respect to any payment described in clause (iiB) above, if the per share exercise price date any such Post-Closing Payment becomes payable is later than the applicable Option Vesting Event, then such Post-Closing Payment shall only become payable to such Optionholder on the date such Post-Closing Payment becomes payable and any such payment will be made on a quarterly basis, based on the calendar quarter in which the applicable Post-Closing Payment becomes payable, in each case, subject to the applicable Optionholder’s continued employment or service through the applicable vesting date in respect of such Unvested Option, without any interest for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to period from the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to until the applicable vesting schedulepayment date. Other than as described in this Section 2.3(e)(ii). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of , the Effective Time, terms and each conditions applicable to such underlying Unvested Option are unmodified. For the purposes of this Section 2.3(e)(ii), the term “applicable vesting date” means the date that is not an Assumed Options shall be cancelled for no considerationthe applicable Unvested Option otherwise would have vested in accordance with its terms and conditions.