Tranche A Options. Twenty-percent (20%) of the Tranche A Options shall become Vested Options and shall become exercisable on each of the first five anniversaries of September 1, 2007; provided, however, that in the event of the Optionee’s Termination of Relationship by the Company without Cause, all the then unvested Tranche A Options shall become Vested Options and shall become exercisable as of the Optionee’s date of Termination of Relationship. In the event of a Sale of the Company, each Tranche A Option that has not theretofore become a Vested Option pursuant to the immediately preceding sentence and is outstanding as of immediately prior to the consummation of such Sale of the Company (each such Option, a “CIC Vesting Tranche A Option”) shall vest in full effective as of the consummation of such Sale of the Company, and the Optionee shall be entitled to receive an amount equal to the Spread Value (defined below) to be payable at the same time(s), in the same form(s) of consideration (e.g., cash, securities or other property or a combination thereof) and subject to the same terms and conditions as are applicable to the consideration paid with respect to Shares held by the shareholders of the Company (the “Shareholders”) in the Sale of the Company as set forth in the agreement pursuant to which the Sale of the Company is effectuated. The treatment of the CIC Vesting Tranche A Options upon a Sale of the Company as set forth in this Section 4(a) shall be in lieu of any adjustments or other rights that may otherwise apply to other option holders under the Plan, including without limitation any adjustments or other rights under Article X of the Plan.

Tranche A Options. Subject to Section 6 of this Agreement, twenty percent (20%) of the Tranche A Options shall become Vested Options on each of the 12-, 24-, 36-, 48- and 60-month anniversaries of the Grant Date (each such one-year vesting period, a “Tranche A Vesting Period”). In the event of a termination of the Optionee’s employment by the Company without Cause (other than as a result of death or Disability) or by the Optionee with Good Reason (collectively, a “Qualifying Termination”) occurring after the end of the sixth month, but prior to the end of the ninth month of an applicable Tranche A Vesting Period, 50% of the next applicable tranche of Tranche A Options which has not theretofore become a Vested Option pursuant to the first sentence of this Section 4.2 shall become a Vested Option, and the remaining Tranche A Options which are not Vested Options shall be forfeited. In the event of a Qualifying Termination occurring after the end of the ninth month of an applicable Tranche A Vesting Period, but prior to the conclusion of such Tranche A Vesting Period, the next applicable tranche of Tranche A Options which has not theretofore become a Vested Option pursuant to the first sentence of this Section 4.2 shall become a Vested Option, and the remaining Tranche A Options which are not Vested Options shall be forfeited. In the event of a 20% IRR Event, 50% of each installment of the Tranche A Options that has not theretofore become Vested Options and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 12 months after the 20% IRR Event and (ii) a Qualifying Termination within 12 months following the 20% IRR Event. In the event of a 25% IRR Event, each Tranche A Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 12 months after the 25% IRR Event and (ii) a Qualifying Termination within 12 months following the 25% IRR Event. In all cases involving the consummation of a Change in Control, any Tranche A Options that are not subject to the special rules set forth in the two preceding sentences shall vest in accordance with the terms of the first sentence of this Section 4.2.

Tranche A Options. Twenty-percent (20%) of the Tranche A Options shall become Vested Options and shall become exercisable on each of the first five anniversaries of the Grant Date. In the event of a Sale of the Company, each Tranche A Option that has not theretofore become a Vested Option pursuant to the immediately preceding sentence and is outstanding as of immediately prior to the consummation of such Sale of the Company (each such Option, a “CIC Vesting Tranche A Option”) shall vest in full effective as of the consummation of such Sale of the Company, and the Optionee shall be entitled to receive an amount equal to the Spread Value (defined below) to be payable at the same time(s), in the same form(s) of consideration (e.g., cash, securities or other property or a combination thereof) and subject to the same terms and conditions as are applicable to the consideration paid with respect to Shares held by the shareholders of the Company (the “Shareholders”) in the Sale of the Company as set forth in the agreement pursuant to which the Sale of the Company is effectuated. In the event that at any time prior to the first anniversary of such Sale of the Company, the Optionee experiences a Termination of Relationship other than due to a Qualifying Termination Event (defined below), the Optionee shall (i) immediately forfeit any and all rights in respect of the CIC Vesting Tranche A Options pursuant to this Agreement, including, without limitation, any rights to any transfer of property or payment in respect of such CIC Vesting Tranche A Options and (ii) pay to the Company, immediately upon notice from the Company, an amount in cash equal to any Spread Value previously paid (without regard to whether such Spread Value was paid in cash, securities or other property or a combination thereof). In satisfaction of the Optionee’s obligations under clause (ii), the Company may in its discretion deduct from any payment(s) of any kind (including salary or bonus) otherwise due to the Optionee a total amount equal to the Spread Value previously paid, and the Optionee hereby consents to such deduction and offset. The treatment of the CIC Vesting Tranche A Options upon a Sale of the Company as set forth in this Section 4(a) shall be in lieu of any adjustments or other rights that may otherwise apply to other option holders under the Plan, including without limitation any adjustments or other rights under Article X of the Plan.

Tranche A Options. Twenty-percent (20%) of the Tranche A Options shall become Vested Options and shall become exercisable on each of the first five anniversaries of the Grant Date. In the event of a Sale of the Company, each Tranche A Option that has not theretofore become a Vested Option pursuant to the immediately preceding sentence shall vest in full on the 18-month anniversary of the consummation of such Sale of the Company; provided, that in the event of a Termination of Relationship by the Company or its Affiliates without Cause, by the Optionee with Good Reason or as a result of the Optionee’s death or Disability at any time during the 18-month period following the consummation of such Sale of the Company, all unvested Tranche A Options shall become fully vested and exercisable as of the date of such Termination of Relationship. If no Sale of the Company has occurred during the 18 months preceding the date that the Optionee experiences a Termination of Relationship by the Company or its Affiliates without Cause or by the Optionee with Good Reason, the Optionee will continue to vest in the Optionee’s Tranche A Options as if the Optionee were employed by the Company or its Affiliates until the second anniversary of the date of such Termination of Relationship, but only to the extent that the Optionee does not violate any restrictive covenants in favor of the Company regarding confidential information, solicitation, competition, inventions or disparagement by which the Optionee is bound at such time, including by reason of Section 7 of the Management Investor Rights Agreement or Sections 5 and 6 of the Employment Agreement (“Restrictive Covenants”) (such portion of the Tranche A Options that vest during the extended period of up to two years, the “Tail Options”).

Related to Tranche A Options

Vested Options Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.
Unvested Options At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the 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 Stock Plans”), that 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 (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock 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 if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be 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 the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).
Tranche A Term Loans Subject to the terms and conditions set forth herein, each Tranche A Term Loan Lender agrees to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Term Loan Commitment. Amounts repaid in respect of Tranche A Term Loans may not be reborrowed hereunder.
Tranche B Term Loans 3.1 Subject to the terms and conditions set forth herein (i) each existing Tranche B Term Loan Lender (collectively, the “Continuing Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as a Tranche B Term Loan on the Effective Date in a principal amount equal to such Continuing Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement) and (ii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date.
The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 633,750 Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on Optional Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which certificates for the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Securities and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities.
Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2
Time Vesting Subject to Sections 5(b) and 6 below, the RSUs will vest and become nonforfeitable in accordance with and subject to the vesting schedule set forth on Exhibit A attached hereto, subject to the Participant’s continued status as a Service Provider on the applicable vesting date.
Authorized Capital; Options, etc The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.
Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.
Service Options The following features may be included with Customer Service. Description of Service feature herein in no way entitles customer to feature. Features described below may have additional cost associated with them.

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