Common use of Treatment of Company Equity Awards Clause in Contracts

Treatment of Company Equity Awards. (a) At the Effective Time, each option granted by Company to purchase shares of Company Common Stock under a Company Stock Plan (as defined below), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall, without any further action on the part of any holder thereof, be assumed by Purchaser and converted into an option to purchase Purchaser Common Stock (a “Purchaser Stock Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that number of whole shares of Purchaser Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option by (B) the Equity Award Exchange Ratio, provided, that the exercise price and the number of shares of Purchaser Common Stock subject to the Purchaser Stock Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award

Treatment of Company Equity Awards. (a) The Company Disclosure Schedule sets forth each option to acquire shares of Company Common Stock that is outstanding and unexercised as of the date hereof (collectively, a “Company Stock Option”) pursuant to the Company Stock Plans. At the Effective Time, each option granted by Company to purchase shares of Company Common Stock under a all Company Stock Plan Options, other than the Cashed-Out Company Stock Options (as defined below), whether vested or unvested, that is are outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall, without any further action on the part of any holder thereof, be assumed by Purchaser and converted into an option to purchase Purchaser Common Stock (a “Purchaser Stock Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As virtue of the Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that number of whole shares of Purchaser Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option by (B) the Equity Award Exchange Ratio, provided, that the exercise price and the number of shares of Purchaser Common Stock subject to the Purchaser Stock Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to paymentMerger, automatically and without any action on the part of the holder thereof, shall become fully vested and be cancelled and converted into an option to purchase Parent Common Stock (a “Converted Stock Option”), on the right to receive a same terms and conditions as were applicable under such Company Stock Option. The number of shares of Purchaser Parent Common Stock subject to each such Converted Stock Option will be equal to the product of (rounded down to the nearest whole number) obtained by multiplying (i) the number of shares of Company Common Stock subject to the applicable Company Stock Option by (ii) the Exchange Ratio, and the exercise price of Parent Common Stock subject to each Converted Stock Option will be equal to the quotient obtained by dividing (x) the exercise price per Company Stock Option by (y) the Exchange Ratio (rounded up to the nearest whole cent). The adjustment provided herein with respect to any Company Stock Options which are “incentive stock options” (as defined in Section 422 of the IRC) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the IRC. Except as provided above, after the Effective Time, the Converted Stock Option shall continue to be governed by the same terms and conditions as were applicable under the Company Stock Plans and any award agreement. At all times after the Effective Time, Parent shall reserve for issuance such Other number of shares of Parent Common Stock as necessary so as to permit the exercise of Converted Stock Options in the manner contemplated by this Agreement and in the instruments pursuant to which such options were granted. Shares of Parent Common Stock issuable upon exercise of Converted Stock Options shall be covered by an effective registration statement on Form S-8 (or other applicable form), and Parent shall file a registration statement on Form S-8 (or other applicable form) covering such shares as soon as practicable after the Effective Time, but in no event later than ten (10) Business Days thereafter, and shall use reasonable commercial efforts to maintain the effectiveness of such registration statement for so long as such Converted Stock Options remain outstanding. At the Effective Time, each Company Equity AwardStock Option (whether vested or unvested) that is outstanding immediately prior to the Effective Time and is held by any person who, as of immediately prior to the Effective Time, has been notified by Parent that (i) he or she will not continue as an employee or director of Parent or any of its Subsidiaries following the Effective Time or (ii) he or she has been notified by Parent that his or her employment with Parent or any of its Subsidiaries shall continue for a commercially reasonable period following the Effective Time so as to facilitate integration and then terminate (each, a “Cashed-Out Company Stock Option”), shall be canceled

Treatment of Company Equity Awards. (a) At As of the Merger Effective Time, each option granted by Company to purchase shares of Company Common Stock under a Company Stock Plan (as defined below), whether vested or unvested, Option that is then outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall, without any further action on the part of any holder thereof, shall be assumed by Purchaser and converted into the right to receive an option relating to purchase Purchaser Acquiror Delaware Common Stock (a “Purchaser Stock Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, Shares on the same terms and conditions as applied are in effect with respect to the such Company Stock Option immediately prior to the Merger Effective TimeTime (including with respect to vesting and termination-related provisions, except as set forth in the proviso hereto) (each, an “Acquiror Option”), except that (i) such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each Acquiror Option shall relate to such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that number of whole shares of Purchaser Acquiror Delaware Common Stock Shares (rounded down to the nearest whole shareAcquiror Delaware Common Share) as is equal to the sum of (A) the product of (ix) the number of shares of Company Common Stock Shares subject to such Company Stock Option, Option multiplied by (y) the Equity Value Exchange Ratio, plus (B) subject to the vesting and forfeiture conditions specified in Section 4.6, the product of (x) the number of Company Common Shares subject to such Company Option multiplied by (y) the Option Earn-out Exchange Ratio (the Acquiror Delaware Common Shares in this clause (B), the “Option Earn-out Shares”), and (ii) the Equity Award Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) such Acquiror Option shall be equal to the quotient obtained by dividing of (A) the exercise price per share of Company Common Stock of such Company Stock Option in effect immediately prior to the Merger Effective Time divided by (B) the Equity Award Option Exercise Price Exchange Ratio, provided, that Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided that (1) all Acquiror Delaware Common Shares resulting from this Section 4.5(a) shall be (x) in the form of Acquiror Delaware Class B Shares to the extent resulting from Company Class B Shares prior to the Merger Effective Time and (y) in the number form of shares of Purchaser Common Stock Acquiror Delaware Class A Shares to the extent resulting from Company Class A Shares prior to the Merger Effective Time and (2) all Option Earn-out Shares shall be subject to the Purchaser Stock Option shall be determined in a manner consistent with the requirements provisions of Section 409A of the Code, and, in the case of Company Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing4.5(d), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award.

Treatment of Company Equity Awards. (a) At the Effective Time, each Each option granted by Company to purchase shares of Company Common Stock under a Company Stock Plan (as defined below), whether vested or unvested, Shares that is outstanding and unexercised immediately prior to the Effective Time that was granted pursuant to the Company Incentive Plan, whether vested or unvested (including any Company Preferred Stock Options subject to the Preferred Stock Conversion provided for in Section 6.20) (each, a “Company Stock Option”) ), shall, as of the Effective Time and without any further action on the part of any holder thereof, be assumed by Purchaser and converted into an option to purchase Purchaser shares of Parent Common Stock (a “Purchaser Stock Replacement Option”) in accordance ), with this Section 1.8(a). Each such Purchaser the number of shares of Parent Common Stock Option as so issued upon such conversion shall continue subject to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each such Purchaser Stock Replacement Option as so issued upon such conversion shall be an option to acquire that number of whole shares of Purchaser Common Stock (rounded down to the nearest whole share) being equal to the product of (iA) the number of shares of Company Common Stock subject to such the applicable Company Stock OptionOption immediately prior to the Effective Time, multiplied by (iiB) the Equity Award Exchange RatioPer Share Merger Consideration (with the aggregate number of shares of Parent Common Stock subject to the Replacement Option rounded down to the nearest whole number of shares), at an exercise price per share of Purchaser Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (Ai) the exercise price per share Company Share of the applicable Company Common Stock of such Company Stock Option by (Bii) the Equity Award Exchange RatioPer Share Merger Consideration. Notwithstanding the foregoing, provided, that the exercise price and the number of shares of Purchaser Parent Common Stock subject to the Purchaser Stock Replacement Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of any Replacement Options that, when the underlying Company Stock Options that are Option was granted, was intended to qualify as an incentive stock options option within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) 424 of the Code. (b) Immediately prior to the Effective Time (but contingent upon the ClosingExcept as otherwise provided in this Section 3.3(a), each award in respect of a share of Replacement Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding Option immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award.

Treatment of Company Equity Awards. (a) At the Effective Time, each option granted by Company to purchase shares of Company Common Stock granted under a Company Stock Plan (as defined below)any Incentive Plan, whether vested or unvestedunvested (each, a “Company Option”), that is outstanding and unexercised as of immediately prior to the Effective Time (a “Company Stock Option”) shall, by virtue of the Merger and without any further action on the part of any Parent, Merger Sub, the Company or the holder thereofof such Company Option, be assumed by Purchaser and converted into an option to purchase Purchaser Common Stock (each, a “Purchaser Stock Parent Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that purchase a number of whole shares of Purchaser Parent QVCA Common Stock (rounded down to the nearest number of whole shareshares) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by Option immediately prior to the Effective Time and (ii) the Equity Award Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option immediately prior to the Effective Time, divided by (B) the Equity Award Exchange Ratio. Any restrictions on the exercise of any Parent Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Parent Option shall otherwise remain unchanged as a result of the assumption of such Parent Option; provided, that the exercise price and the number however, that: (1) each Parent Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares shares, stock dividend, issuance of Purchaser bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent QVCA Common Stock subject subsequent to the Purchaser Stock Effective Time; (2) the compensation committee of Parent’s board of directors shall succeed to the authority and responsibility of the Board of Directors of the Company or any committee thereof with respect to each Parent Option; and (3) each Parent Option shall be determined subject to administrative procedures consistent with those in a manner consistent effect under Parent’s equity compensation plan. The Parties hereto acknowledge that the assumption of the Company Options pursuant to this Section 2.8(a) is intended to comply with the requirements of Treasury Regulations section 1.409A-1(b)(5)(v)(D) so as to not result in the grant of a new stock right or otherwise result in the loss of the applicable exemption from Section 409A of the Code, and, in Code and the case of Company Stock Options that are intended to qualify as incentive stock options within the meaning of Treasury Regulations thereunder (“Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing409A”), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award.

Treatment of Company Equity Awards. (a) At the Effective Time, each option granted by Company to purchase shares of Company Common Stock granted by the Company under a Company Stock Plan (as defined below), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall, without any further action on the part of any holder thereof, shall be assumed by Purchaser and converted automatically into an option to purchase Purchaser Common Stock (a an “Purchaser Adjusted Stock Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to havepurchase, and shall be subject to, on the same terms and conditions as applied to the were applicable under such Company Stock Option immediately prior to the Effective Time, modified as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As set forth in Section 1.7 of the Effective TimeCompany Disclosure Schedule (including vesting terms), each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that the number of whole shares of Purchaser Parent Common Stock Shares (rounded down to the nearest whole sharenumber of shares) equal to the product of (i) the total number of shares of Company Common Stock subject to underlying such Company Stock Option, Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange RatioConversion Amount, at which Adjusted Stock Option shall have an exercise price per share of Purchaser Parent Common Stock Share equal to the quotient (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A1) the exercise price per share of Company Common Stock of underlying such Company Stock Option immediately prior to the Effective Time by (B2) the Equity Award Exchange RatioConversion Amount; provided, providedhowever, that the exercise price and the number of shares of Purchaser Parent Common Shares underlying the Adjusted Stock subject to the Purchaser Stock Option Options shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); provided, andfurther, that in the case of any Company Stock Options that are intended Option to qualify as incentive stock options within the meaning of which Section 422 of the CodeCode applies, consistent the exercise price and the number of Parent Common Shares underlying the corresponding Adjusted Stock Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. For purposes of this Agreement, (bA) Immediately prior to the Effective Time (but contingent upon the Closing), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award

Treatment of Company Equity Awards. (a) At the Effective Time, each option granted by Company to purchase shares of Company Common Stock granted under a Company Stock Plan (as defined below)any Incentive Plan, whether vested or unvestedunvested (each, a “Company Option”), that is outstanding and unexercised as of immediately prior to the Effective Time (a “Company Stock Option”) shall, by virtue of the Merger and without any further action on the part of any Parent, Merger Sub, the Company or the holder thereofof such Company Option, be assumed by Purchaser and converted into an option to purchase Purchaser Common Stock (each, a “Purchaser Stock Parent Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that purchase a number of whole shares of Purchaser Parent QVCA Common Stock (rounded down to the nearest number of whole shareshares) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by Option immediately prior to the Effective Time and (ii) the Equity Award Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option immediately prior to the Effective Time, divided by (B) the Equity Award Exchange Ratio. Any restrictions on the exercise of any Parent Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Parent Option shall otherwise remain unchanged as a result of the assumption of such Parent Option; provided, that the exercise price and the number however, that: (1) each Parent Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares shares, stock dividend, issuance of Purchaser bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent QVCA Common Stock subject subsequent to the Purchaser Stock Effective Time; (2) the compensation committee of Parent’s board of directors shall succeed to the authority and responsibility of the Board of Directors of the Company or any committee thereof with respect to each Parent Option; and (3) each Parent Option shall be determined subject to administrative procedures consistent with those in a manner consistent effect under Parent’s equity compensation plan. The Parties hereto acknowledge that the assumption of the Company Options pursuant to this ‎Section 2.8(a) is intended to comply with the requirements of Treasury Regulations section 1.409A-1(b)(5)(v)(D) so as to not result in the grant of a new stock right or otherwise result in the loss of the applicable exemption from Section 409A of the Code, and, in Code and the case of Company Stock Options that are intended to qualify as incentive stock options within the meaning of Treasury Regulations thereunder (“Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing409A”), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award.

Treatment of Company Equity Awards. (a) At On the Effective Time, each option granted by Company to purchase shares of Company Common Stock under a Company Stock Plan (as defined below), whether vested or unvested, that is outstanding and unexercised immediately Closing Date prior to the Effective Time Closing (and as part of, for the avoidance of doubt, the Company Pre-Closing Steps), each Company Option (whether a “Vested Company Stock Option or an Unvested Company Option”) shall, without any further action on shall be adjusted in accordance with the part of any holder thereof, be assumed by Purchaser and converted applicable Company Equity Plan into an option to purchase Purchaser Company Post-Closing Common Stock Shares (a each, an “Purchaser Stock Adjusted Option”) in accordance with an amount and at an exercise price determined pursuant to this Section 1.8(a2.4(a). Each such Purchaser Stock Adjusted Option as so issued upon such conversion shall continue to haveshall: (i) be exercisable for, and shall be subject torepresent the right to purchase, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that a number of whole shares of Purchaser Company Post-Closing Common Stock Shares (rounded down to the nearest whole share) equal to the product of obtained by multiplying (iA) the number of shares of Company Pre-Closing Common Stock Shares subject to such the corresponding Company Stock OptionOption immediately prior to the consummation of the Company Pre-Closing Steps, multiplied by (B) the Exchange Ratio, and (ii) the Equity Award Exchange Ratio, at have an exercise price per share of Purchaser Company Post-Closing Common Stock Share (rounded up to the nearest whole cent) subject to such Adjusted Option equal to the quotient obtained by dividing (A) the exercise price per share Company Pre-Closing Common Share applicable to the corresponding Company Option immediately prior to the consummation of the Company Common Stock of such Company Stock Option Pre-Closing Steps, by (B) the Equity Award Exchange Ratio, provided, that the exercise price and the number of shares of Purchaser Common Stock subject to the Purchaser Stock Option . Such conversion shall be determined occur in a manner consistent intended to comply with (x) the requirements of Section 409A of the Code, and, Code and (y) in the case of Company any Adjusted Option that is an Incentive Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the CodeOption, consistent with the requirements of Section 424(a) 424 of the Code. (b) Immediately prior to the Effective Time (but contingent upon the ClosingExcept as otherwise set forth in this Section 2.4(a), each award in respect of a share of Company Common Stock Adjusted Option shall continue to have, and be subject to to, the same terms and conditions (including applicable vesting, repurchase or other lapse restriction granted under a expiration and forfeiture provisions) as applied to the corresponding Company Stock Plan that is unvested or contingent and outstanding Option immediately prior to such adjustment. For the Effective Time (a “Company Restricted Stock Award”avoidance of doubt, the rounding of any shares pursuant to this Section 2.4(a) shall fully vest (with any performancebe determined on an award-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable by-award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Awardbasis.

Treatment of Company Equity Awards. (a) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 3.04(d)), each option granted by Company Option (whether vested or unvested) shall cease to represent the right to purchase shares of Company Common Stock under a Company Stock Plan (as defined below), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall, without any further action on the part of any holder thereof, shall be assumed by Purchaser and converted into canceled in exchange for an option to purchase Purchaser a number of shares of Acquiror Common Stock under the Acquiror Incentive Equity Plan (each, a “Purchaser Stock Rollover Option”) in accordance with this Section 1.8(a). Each such Purchaser Stock Option as so issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions as applied equal to the Company Stock Option immediately prior to the Effective Time, as such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to acquire that number of whole shares of Purchaser Common Stock product (rounded down to the nearest whole sharenumber) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by Option immediately prior to the Effective Time and (ii) the Equity Award Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio. Subject to the immediately preceding sentence, providedeach Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for (x) terms rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares of Company Common Stock that could become exercisable, solely with respect to any Company Option exchanged for a Rollover Option as contemplated in this Section 3.04(a)) and (y) such other immaterial administrative or ministerial changes as the Acquiror Board following the Effective Time (or the compensation committee of such Acquiror Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Code and, in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Purchaser Acquiror Common Stock subject purchasable pursuant to the Purchaser Stock corresponding Rollover Option shall be determined subject to such adjustments as are necessary in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Stock Options that are intended order to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with satisfy the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing), each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that is unvested or contingent and outstanding immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such Company Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award.