June 4, 2013 Dear [RSU holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Merger Sub, Inc. with and into (the “Merger”) in accordance with a merger agreement...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Contract Type FiledJune 5th, 2013 Company IndustryTreatment of Your RSUs. In connection with the Merger, each of your outstanding RSUs, whether or not vested or earned, will be cancelled, and the underlying RSU agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your RSUs and termination of the underlying RSU agreement(s), you will have the right to receive a cash payment of the Company RSU Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding RSUs, whether or not vested, including any applicable dividend equivalent units, and (b) the Offer Price (as defined in the Merger Agreement) of $12.61, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter. To acknowledge and confirm your right to receive payment for your RSUs in the Merger, in consideration for
June 4, 2013 Dear [Director RSU holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Merger Sub, Inc.with and into Telular (the “Merger”) in accordance with a...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Contract Type FiledJune 5th, 2013 Company IndustryTreatment of Your RSUs. In connection with the Merger, each of your outstanding RSUs, whether or not vested, will be cancelled, and the underlying RSU agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your RSUs and termination of the underlying RSU agreement(s), you will have the right to receive a cash payment of the Company RSU Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding RSUs, whether or not vested, including any applicable dividend equivalent units, and (b) the Offer Price (as defined in the Merger Agreement) of $12.61, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter. To acknowledge and confirm your right to receive payment for your RSUs in the Merger, in consideration for the cancel