AMENDED AND RESTATED EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENTEmployee Rollover Restricted Stock Unit Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation
THIS AMENDED AND RESTATED EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENT (this “Rollover Agreement”), dated December 28, 2012, is by and among Ancelux Topco S.C.A., a société en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (“NewCo”), Global Generations International Inc., a Delaware corporation (“US Holdco”) and the individual whose name is set forth on Appendix A hereto (the “Grantee”).
EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENTEmployee Rollover Restricted Stock Unit Agreement • October 30th, 2012 • Ancestry.com Inc. • Services-computer processing & data preparation
Global Generations International Inc., a Delaware corporation (“Parent”), Global Generations Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated as of October 21, 2012 (the “Merger Agreement”), pursuant to which, on the terms and conditions set forth in the Merger Agreement, Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and as a wholly-owned Subsidiary of Parent. In connection therewith, and as provided herein, the Rollover RSUs shall be exchanged at the Closing (as defined in the Merger Agreement) for restricted stock units (“Parent RSUs”) with respect to the common stock of Parent (“Common Stock”), subject to the modifications and upon the terms and conditions set forth herein.
EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENTEmployee Rollover Restricted Stock Unit Agreement • June 6th, 2013 • Anvilire • Services-computer processing & data preparation
Global Generations International Inc., a Delaware corporation (“US Holdco”), Global Generations Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of US Holdco (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated as of October 21, 2012 (the “Merger Agreement”), pursuant to which, on the terms and conditions set forth in the Merger Agreement, Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and as a wholly-owned direct and indirect Subsidiary of US Holdco and Ancelux Topco S.C.A., a societe en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (“NewCo”), respectively. In connection therewith, and as provided herein, the Rollover RSUs shall be exchanged at the Closing (as defined in the Merger Agreement) for restricted stock units (“NewCo RSUs”) with respect to a number of “Investor Interests” (as defined belo
