Common use of Equity Plans Clause in Contracts

Equity Plans. Prior to the effectiveness of the Proxy Statement/Registration Statement, HoldCo shall approve and adopt, in each case, effective as of the Closing Date, the following documents: (i) an incentive equity plan with an award pool comprising a number of shares of HoldCo Common Stock equal to the sum of (A) the difference of (x) 12.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time minus (y) the number of shares of HoldCo Common Stock subject to Holdco Options substituted for Company Options that are unvested as of immediately following the Merger Effective Time plus (B) an annual “evergreen” increase equal to 4.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) as of the final day of the immediately preceding calendar year (the “Incentive Award Plan”); (ii) an additional performance incentive equity plan (which, for the avoidance of doubt, shall be separate from, and in addition to, the Incentive Award Plan and any HoldCo Options) pursuant to which (A) an award, in the form of the PSU Agreement, in respect of a number of shares of HoldCo Common Stock equal to 3% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time will be granted to the Person identified on Section 10.8(a) of the Company Disclosure Letter (the “Founder”) or, at the discretion of the Company Board, one or more members of senior management of the Company identified by the Founder and (B) the Incentive Earn-out Units, in respect of the aggregate number of Incentive Earn-out Shares, will be granted to the Incentive Earn-out Unit Awardees in accordance with Section 2.11 (the “Performance Incentive Plan”); (iii) an employee stock purchase plan with an initial award pool of 2% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time, an annual “evergreen” increase equal to 1% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) as of the final day of the immediately preceding calendar year and otherwise with such terms as determined by Holdco following discussions in good faith with SPAC (such employee stock purchase plan, together with the Incentive Award Plan and the Performance Incentive Plan, the “Incentive Equity Plans”); (iv) a (A) form of stock option agreement and (B) form of restricted stock unit agreement for purposes of the Incentive Award Plan; and (v) a form of performance-vesting restricted stock unit agreement for purposes of the Performance Incentive Plan (a “PSU Agreement”), which shall provide for the grant of performance-vesting restricted stock units (“PSUs”) that vest as follows: (A) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the period commencing on the Closing Date and ending on the date that is five years after the Closing Date (the “Performance Vesting Period”), the HoldCo Trading Price is greater than or equal to $15.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, (B) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $20.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, and (C) 50% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $30.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, in each case, subject to the Founder’s continued provision of services to HoldCo or one or more of its Subsidiaries through the applicable vesting date. For the avoidance of doubt, if the vesting conditions set forth in more than one of clauses (A), (B) and (C) of the immediately preceding sentence have been satisfied at any time, then all of the PSUs subject to such satisfied vesting conditions shall immediately vest and no longer be subject to forfeiture as provided in the next succeeding sentence. If, upon the expiration of the Performance Vesting Period, the vesting of any of the PSUs has not occurred, then the applicable PSUs that failed to vest shall be automatically forfeited for no consideration. The provisions of Section 2.10(f) and Section 2.10(g) shall apply to the PSUs, mutatis mutandis.

Equity Plans. Prior to the effectiveness of the Proxy Statement/Registration Statement, HoldCo shall approve and adopt, in each case, effective as of the Closing Date, the following documents: (i) Acquiror shall approve and adopt an incentive equity plan with in a form mutually agreeable to the Parties (the “Incentive Equity Plan”), which Incentive Equity Plan shall become effective upon the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable) and shall, among other things, include (x) an award initial share pool comprising reserve for Company management of a number of shares of HoldCo Domesticated Acquiror Common Stock equal to the sum of (A) the difference of (x) 12.510% of total number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined at the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time minus (y) an “evergreen” provision pursuant to which the number of shares of HoldCo Domesticated Acquiror Common Stock subject to Holdco Options substituted reserved for Company Options that are unvested as of immediately following issuance under the Merger Effective Time plus (B) an annual “evergreen” increase equal to 4.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) as of the final day of the immediately preceding calendar year (the “Incentive Award Plan”); (ii) an additional performance incentive equity plan (which, for the avoidance of doubt, shall be separate from, and in addition to, the Incentive Award Plan and any HoldCo Options) pursuant to which (A) an award, in the form of the PSU Agreement, in respect of a number of shares of HoldCo Common Stock equal to 3increased automatically each year by not more than 2% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time will be granted to the Person identified on Section 10.8(a) of the Company Disclosure Letter (the “Founder”) or, at the discretion of the Company Board, one or more members of senior management of the Company identified by the Founder and (B) the Incentive Earn-out Units, in respect of the aggregate number of Incentive Earn-out SharesDomesticated Acquiror Common Stock outstanding on a fully diluted basis, will be granted as determined on December 31 of the previous year. Prior to the Incentive Earn-out Unit Awardees in accordance with Section 2.11 (the “Performance Incentive Plan”); (iii) Closing Date, Acquiror shall approve and adopt an employee stock purchase plan with an initial award pool of 2% of in a form mutually agreeable to the Fully Diluted HoldCo Post-Closing Shares Outstanding Parties (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time, an annual “evergreen” increase equal to 1% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) as of the final day of the immediately preceding calendar year and otherwise with such terms as determined by Holdco following discussions in good faith with SPAC (such employee stock purchase plan, together with the Incentive Award Plan and the Performance Incentive Plan, the “Incentive Equity Plans”); (iv) a (A) form of stock option agreement and (B) form of restricted stock unit agreement for purposes of the Incentive Award Plan; and (v) a form of performance-vesting restricted stock unit agreement for purposes of the Performance Incentive Plan (a “PSU AgreementESPP”), which ESPP shall provide for become effective upon the grant of performance-vesting restricted stock units Closing Date, and with any changes or modifications thereto as the Company and Acquiror may mutually agree (“PSUs”) that vest as follows: (A) 25% such agreement not to be unreasonably withheld, conditioned or delayed by any of the PSUs shall vest and no longer be subject to forfeiture ifCompany or Acquiror, at any time during the period commencing on the Closing Date and ending on the date that is as applicable). Within five years after the Closing Date (the “Performance Vesting Period”), the HoldCo Trading Price is greater than or equal to $15.00 for any 20 Trading 5) Business Days within any period of 30 consecutive Trading Days, (B) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $20.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, and (C) 50% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $30.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, in each case, subject to the Founder’s continued provision of services to HoldCo or one or more of its Subsidiaries through the applicable vesting date. For the avoidance of doubt, if the vesting conditions set forth in more than one of clauses (A), (B) and (C) of the immediately preceding sentence have been satisfied at any time, then all of the PSUs subject to such satisfied vesting conditions shall immediately vest and no longer be subject to forfeiture as provided in the next succeeding sentence. If, upon following the expiration of the Performance Vesting Periodsixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror shall file a registration statement on Form S-8 (or other applicable form) with respect to the vesting Acquiror Common Stock issuable under the Incentive Equity Plan and ESPP, and Acquiror shall use reasonable best efforts to maintain the effectiveness of any such registration statement(s) (and maintain the current status of the PSUs has not occurred, then the applicable PSUs that failed to vest shall be automatically forfeited prospectus or prospectuses contained therein) for no consideration. The provisions of Section 2.10(f) and Section 2.10(g) shall apply so long as awards granted pursuant to the PSUs, mutatis mutandisIncentive Equity Plan and ESPP remain outstanding.

Equity Plans. Prior to the effectiveness of the Proxy Statement/Registration Statement, HoldCo shall approve and adopt, in each case, effective as of the Closing Date, the following documents: SPAC shall approve and adopt and submit for stockholder approval, (i) an equity incentive equity plan plan, in a form and substance reasonably acceptable to SPAC and the Company that provides for the grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted stock, restricted stock units or other equity-based awards based on SPAC Common Stock with (x) an award initial share pool comprising a number reserve of shares of HoldCo SPAC Common Stock equal to the sum of thirteen percent (A13%) the difference of (x) 12.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all total number of the Transactions and this Section 10.8(a)) SPAC Common Stock outstanding on a fully diluted basis, as of immediately following the Merger First Effective Time minus (for the avoidance of doubt, including all shares of SPAC Common Stock issuable to holders of Company Stock pursuant to Section 3.02), and (y) the number of shares of HoldCo Common Stock subject to Holdco Options substituted for Company Options that are unvested as of immediately following the Merger Effective Time plus (B) an annual “evergreen” increase equal to 4.5% of five percent (5%) of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) shares of SPAC Common Stock outstanding as of the final day of the immediately preceding calendar year (the “Incentive Award Plan”); prior to such increase, and (ii) an additional performance incentive equity plan (which, for the avoidance of doubt, shall be separate from, and in addition to, the Incentive Award Plan and any HoldCo Options) pursuant to which (A) an award, in the form of the PSU Agreement, in respect of a number of shares of HoldCo Common Stock equal to 3% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time will be granted to the Person identified on Section 10.8(a) of the Company Disclosure Letter (the “Founder”) or, at the discretion of the Company Board, one or more members of senior management of the Company identified by the Founder and (B) the Incentive Earn-out Units, in respect of the aggregate number of Incentive Earn-out Shares, will be granted to the Incentive Earn-out Unit Awardees in accordance with Section 2.11 (the “Performance Incentive Plan”); (iii) an employee stock purchase plan plan, in a form and substance reasonably acceptable to SPAC and the Company that provides for the grant of purchase rights with respect to SPAC Common Stock to employees of the Surviving Corporation and its Subsidiaries with (x) an initial award share pool reserve of SPAC Common Stock equal to two percent (2% %) of the Fully Diluted HoldCo Post-Closing Shares Outstanding total number of SPAC Common Stock outstanding on a fully diluted basis, as determined at the Closing, and (calculated after giving effect to all of the Transactions and this Section 10.8(a)y) as of immediately following the Merger Effective Time, an annual “evergreen” increase equal to of one percent (1% %) of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) shares of SPAC Common Stock outstanding as of the final day of the immediately preceding calendar year prior to such increase ((i) and otherwise with such terms as determined by Holdco following discussions in good faith with SPAC (such employee stock purchase planii), together with the Incentive Award Plan and the Performance Incentive Plantogether, the “Incentive Equity Plans”); (iv) a (A) form of stock option agreement and (B) form of restricted stock unit agreement for purposes of the Incentive Award Plan; and (v) a form of performance-vesting restricted stock unit agreement for purposes of the Performance Incentive Plan (a “PSU Agreement”), which shall provide for the grant of performance-vesting restricted stock units (“PSUs”) that vest . As soon as follows: (A) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the period commencing on the Closing Date and ending on practicable following the date that is five years sixty (60) days after the Closing Date and subject to applicable securities Laws, SPAC shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the “Performance Vesting Period”)SPAC Common Stock issuable under the 2017 Plan and the Equity Plans, and SPAC shall use reasonable best efforts to maintain the HoldCo Trading Price is greater than or equal to $15.00 for any 20 Trading Days within any period effectiveness of 30 consecutive Trading Days, such registration statement(s) (B) 25% and maintain the current status of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than prospectus or equal to $20.00 prospectuses contained therein) for any 20 Trading Days within any period of 30 consecutive Trading Days, and (C) 50% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $30.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, in each case, subject so long as awards granted pursuant to the Founder’s continued provision of services to HoldCo or one or more of its Subsidiaries through 2017 Plan and the applicable vesting date. For the avoidance of doubt, if the vesting conditions set forth in more than one of clauses (A), (B) and (C) of the immediately preceding sentence have been satisfied at any time, then all of the PSUs subject to such satisfied vesting conditions shall immediately vest and no longer be subject to forfeiture as provided in the next succeeding sentence. If, upon the expiration of the Performance Vesting Period, the vesting of any of the PSUs has not occurred, then the applicable PSUs that failed to vest shall be automatically forfeited for no consideration. The provisions of Section 2.10(f) and Section 2.10(g) shall apply to the PSUs, mutatis mutandisEquity Plans remain outstanding.

Equity Plans. (a) Prior to the effectiveness of the Proxy Statement/Registration StatementClosing Date, HoldCo Acquiror shall approve and adopt, in each case, effective as subject to receipt of the Closing Date, the following documents: Acquiror Shareholder Approval: (i) an incentive equity plan (the “Incentive Equity Plan”); and (ii) an employee stock purchase plan (the “ESPP”), in each case, in form and substance reasonably acceptable to the Company in consultation with an award Acquiror and effective as of the Closing Date. The Incentive Equity Plan will provide for awards of Acquiror Common Stock with a total pool comprising a number of shares of HoldCo Common Stock equal to the sum of (Ai) 10% of the difference aggregate number of the sum of (x) 12.5% shares of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) Acquiror Common Stock outstanding as of immediately following after the Merger Effective Time minus Closing, (y) other securities outstanding as of immediately after the Closing convertible into Acquiror Common Stock and (z) a number of shares of HoldCo Common Stock subject underlying the long-term performance incentive awards granted to Holdco Options substituted for Company Options that are unvested as of immediately following the Merger Effective Time Company’s management team in connection with the Closing, plus (Bii) an annual “evergreen” increase equal to 4.5of 5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) shares of Acquiror Common Stock outstanding as of the final day prior to such increase, plus (iii) the maximum aggregate number of the immediately preceding calendar year shares of Acquiror Common Stock that may be issued to holders of Company Awards pursuant to Section 3.3 hereof (the “Incentive Award PlanEquity Plan Share Reserve”); (ii) an additional performance incentive equity plan (which, . The ESPP will provide for the avoidance grant of doubt, shall be separate from, and in addition to, the Incentive Award Plan and any HoldCo Options) pursuant purchase rights with respect to which (A) an award, in the form of the PSU Agreement, in respect of Acquiror Common Stock with a number total pool of shares of HoldCo Common Stock equal to 32.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time will be granted to the Person identified on Section 10.8(a) of the Company Disclosure Letter (the “Founder”) or, at the discretion of the Company Board, one or more members of senior management of the Company identified by the Founder and (B) the Incentive Earn-out Units, in respect of the aggregate number of Incentive Earn-out Shares, will be granted to the Incentive Earn-out Unit Awardees in accordance with Section 2.11 sum of (the “Performance Incentive Plan”); (iiix) an employee stock purchase plan with an initial award pool shares of 2% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) Acquiror Common Stock outstanding as of immediately following after the Merger Effective TimeClosing and (y) other securities outstanding as of immediately after the Closing convertible into Acquiror Common Stock, with an annual “evergreen” increase equal to of 1% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) shares of Acquiror Common Stock outstanding as of the final day of the immediately preceding calendar year and otherwise with prior to such terms as determined by Holdco following discussions in good faith with SPAC (such employee stock purchase plan, together with the Incentive Award Plan and the Performance Incentive Plan, the “Incentive Equity Plans”); (iv) a (A) form of stock option agreement and (B) form of restricted stock unit agreement for purposes of the Incentive Award Plan; and (v) a form of performance-vesting restricted stock unit agreement for purposes of the Performance Incentive Plan (a “PSU Agreement”), which shall provide for the grant of performance-vesting restricted stock units (“PSUs”) that vest as follows: (A) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the period commencing on the Closing Date and ending on the date that is five years after the Closing Date increase (the “Performance Vesting PeriodESPP Share Reserve”), . The Incentive Equity Plan Share Reserve and the HoldCo Trading Price is greater than or equal to $15.00 for any 20 Trading ESPP Share Reserve will be determined by the Company in consultation with Acquiror based upon benchmarking against peer companies and the recommendation of a compensation consultant engaged by the Company. Within two (2) Business Days within any period of 30 consecutive Trading Days, (B) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $20.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, and (C) 50% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $30.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, in each case, subject to the Founder’s continued provision of services to HoldCo or one or more of its Subsidiaries through the applicable vesting date. For the avoidance of doubt, if the vesting conditions set forth in more than one of clauses (A), (B) and (C) of the immediately preceding sentence have been satisfied at any time, then all of the PSUs subject to such satisfied vesting conditions shall immediately vest and no longer be subject to forfeiture as provided in the next succeeding sentence. If, upon following the expiration of the Performance Vesting Periodsixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror shall file an effective registration statement on Form S-8 (or other applicable form, including Form S-3) with respect to the vesting Acquiror Common Stock issuable under the Incentive Equity Plan and the ESPP, and Acquiror shall use commercially reasonable best efforts to maintain the effectiveness of any such registration statement(s) (and maintain the current status of the PSUs has not occurred, then the applicable PSUs that failed to vest shall be automatically forfeited prospectus or prospectuses contained therein) for no consideration. The provisions of Section 2.10(f) and Section 2.10(g) shall apply so long as awards granted pursuant to the PSUs, mutatis mutandisIncentive Equity Plan and the ESPP remain outstanding.