Common use of Merger or Change in Control Clause in Contracts

Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, the Award will be treated as the Administrator determines, including, without limitation, that the Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all equity awards similarly in the transaction. In the event that the successor corporation does not assume or substitute for the Award, all vesting restrictions on Restricted Stock Units will lapse, and, with respect to an Award with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. For the purposes of this subsection (b), the Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the transaction, the consideration (whether stock, cash, or other securities or property) received in the transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. Notwithstanding anything in this Section 6(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-transaction corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, the Award Option will be treated as the Administrator determines, including, without limitation, that the Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all equity awards similarly in the transaction. In the event , provided that the successor corporation does Administrator may not assume or substitute for accelerate the Awardvesting of any portion of the Option, all vesting restrictions on Restricted Stock Units and any portion of the Option that is unvested as of the effective time of a Change in Control will lapseterminate automatically upon such effective time. Notwithstanding anything to the contrary herein, andupon a Change in Control, with respect to an Award with performance-based vesting, all performance goals or other vesting criteria any vested and unexercised portion of the Option will be deemed achieved at one hundred percent (100%) exercisable until the Expiration Date of target levels and all other terms and conditions metthe Option. For the purposes of this subsection (b)Section 7.3, the Award Option will be considered assumed if, following the merger or Change in Control, the Award Option confers the right to purchase or receive, for each Share subject to the Award Option immediately prior to the transactionChange in Control, the consideration (whether stock, cash, or other securities or property) received in the transaction Change in Control by holders of Common Stock Ordinary Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the payout exercise of a Restricted Stock Unitthe Option, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock Ordinary Shares in the transactionChange in Control. Notwithstanding anything in this Section 6(c) 7.3 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals Option will not be considered assumed if the Company or its successor modifies any of such performance goals under this Agreement without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-transaction Change in Control corporate structure or in accordance with Section 7.1 will not be deemed to invalidate an otherwise valid Award Option assumption.

Merger or Change in Control. In Subject to Section II of Schedule A, in the event of a merger of the Company with or into another corporation or other entity or a Change in Control, the Award Awarded Shares granted under this Agreement will be treated as the Administrator determinesCompany determines (subject to the provisions of the following paragraph) without the Grantee’s consent, including, without limitation, (i) that the Award Awarded Shares will be assumed assumed, or a substantially equivalent award will be substituted, by the acquiring or succeeding corporation (or an equivalent option affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to the Grantee, that the Awarded Shares will terminate upon or right substituted immediately prior to the consummation of such merger or Change in Control; (iii) that the Awarded Shares will vest and the restrictions applicable to the Awarded Shares will lapse, in whole or in part, prior to or upon consummation of such merger or Change in Control, and, to the extent the Company determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of this Agreement in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the realization of the Grantee’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Company determines in good faith that no amount would have been attained upon the realization of the Grantee’s rights, then this Agreement may be terminated by the successor corporation Company without payment), or a Parent or Subsidiary (B) the replacement of the successor corporation. The Administrator will not be required to treat all equity awards similarly Awarded Shares with other rights or property selected by the Company in its sole discretion; or (v) any combination of the transactionforegoing. In the event that the successor corporation does not assume or substitute for the AwardAwarded Shares (or portion thereof), the Grantee will fully vest in such Awarded Shares and all vesting restrictions on Restricted Stock Units the Awarded Shares will lapse, and, with respect to an Award with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. For the purposes of this subsection (b)Section 11.b., the Award Awarded Shares will be considered assumed if, following the merger or Change in Control, the Award confers they confer the right to purchase or receive, for each Share share of Common Stock subject to the Award this Agreement immediately prior to the transactionmerger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the transaction merger or Change in Control by holders of the Company’s Common Stock for each Share share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders shares of Common Stock in the transaction. Notwithstanding anything in this Section 6(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-transaction corporate structure will not be deemed to invalidate an otherwise valid Award assumptionStock).