Common use of Unvested Company Options Clause in Contracts

Unvested Company Options. At the Effective Time, each outstanding Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to (A) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.

Unvested Company Options. At the Effective Time, each outstanding Each Company Option that is unexpired, unexercised, and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, shall be cancelled and converted solely into the contingent replaced with a right to receive from Parent or an amount in cash, without interest, equal to the Surviving Corporation a Converted Cash Award equal in value to product of (A) the total aggregate number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price per share of Company Common Stock under such Unvested Company Option, less subject to any required withholding of Taxes (the “Cash Replacement Option Amounts”), which Cash Replacement Option Amounts will, subject to the holder’s continued service with the Parent Entities and their Affiliates (including the Surviving Entities and their Subsidiaries) through the applicable Taxes required to vesting dates, vest and be withheld with respect to payable at the same time as the Unvested Company Option for which such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted Replacement Option Amounts were exchanged would have vested pursuant to this Section 2.8 its terms. All Cash Replacement Option Amounts will continue to have, and will be subject to, have the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)including, with respect to vesting) as applied to the corresponding award of Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time Options for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect theretowhich they were exchanged, except for terms rendered inoperative by reason of the right (if any) to receive the Converted Cash Award in exchange transactions contemplated by this Agreement or for such Unvested Company other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.Amounts.

Unvested Company Options. At the First Effective Time, the portion of each outstanding Company Option that is outstanding and unexercised as of immediately prior to the First Effective Time and is not a Vested Company Option (eachcovered by Section 2.11(c), an “Unvested Company Option”) willshall, automatically and without any required action on the part of Parent, Purchaser, the Company, the holder thereof, or any other Person, be cancelled in exchange for an option issued, immediately following the First Effective Time, under the Parent Equity Plan, subject to the same vesting schedule (including terms regarding acceleration of vesting and converted solely taking into account the contingent right initial grant date and service with the Company) in effect immediately prior to receive from Parent or the Surviving Corporation First Effective Time, in each case, to purchase a Converted Cash Award equal in value to (A) the total number of shares of Company Parent Common Stock (rounded down to the nearest whole share) equal to (w) the number of Shares subject to such Unvested Company Option portion that is not otherwise covered by Section 2.11(c), as of immediately prior to the First Effective Time Time, multiplied by (Bx) the excessEquity Award Adjustment Ratio, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or (rounded up to the nearest whole cent) equal to (y) the Per exercise price per Share Price will be cancelled at for which such Company Option was exercisable as of immediately prior to the Effective Time for no consideration or payment and without further action on the part of any Person. Following the First Effective Time, no Unvested divided by (z) the Equity Award Adjustment Ratio. Notwithstanding anything herein to the contrary, to the extent applicable, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such converted portion of such Company Option Options shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected determined in a manner that complies with, or is exempt from, consistent with the requirements of Section 409A of the Code, and, in the case of any such portion to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such converted portion shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 409A.424(a) of the Code.

Unvested Company Options. At Subject to Section 2.8(a)(iii), each Company Option that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time, each outstanding Company Option Time that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, shall be cancelled and converted solely into the contingent replaced with a right to receive from Parent or an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the Surviving Corporation a Converted Cash Award equal in value to product of (A) the total aggregate number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price per share of Company Common Stock under for such Unvested Company OptionOption (the “Cash Replacement Option Amounts”), less which Cash Replacement Option Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable Taxes required vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged would have vested and been payable pursuant to be withheld its terms (including, for the avoidance of doubt, with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted any terms providing for acceleration of vesting pursuant to this Section 2.8 any Employee Plan as in effect on the date hereof). All Cash Replacement Option Amounts will continue to have, and will be subject to, have the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)with respect to vesting) as applied to the corresponding award of Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time Options for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect theretowhich they were exchanged, except for terms rendered inoperative by reason of the right (if any) to receive the Converted Cash Award in exchange Transactions or for such Unvested Company other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.Amounts.

Unvested Company Options. At the Effective Time, each outstanding Company Option that is not a Vested Each Company Option (eachor portion thereof and including any Company PSO after giving effect to the Performance Company Option Conversion set forth in Section 1.5(a)(iv)(C) below) held by a Continuing Employee that is unvested, unexpired, unexercised and outstanding as of the Effective Time (each an “Unvested Company Option”) willshall, automatically by virtue of the occurrence of the Effective Time and without any required action on the part of Parent, Merger Sub, the Company, the holder thereofof such Unvested Company Option or any other Person, be cancelled assumed by Parent and converted solely automatically at the Effective Time into a corresponding option denominated in shares of common stock of Parent and subject to terms and conditions substantially identical to those in effect at the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to Effective Time, including all vesting and applicable vesting acceleration provisions, except as such terms and conditions are modified by Section 1.5(a)(iv)(C) of this Agreement (Aeach such assumed Unvested Company Option, an “Assumed Company Option”), except that (1) the total number of shares of common stock of Parent that will be subject to each such Assumed Company Option shall be determined by multiplying the number of Shares of Company Common Stock subject to such Unvested Assumed Company Option immediately prior by the Exchange Ratio (rounded down to the Effective Time multiplied by nearest whole Share) and (B2) the excess, if any, of the Per Share Price over the exercise or purchase price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, Assumed Company Option shall equal (x) the same vesting terms and conditions per share exercise price of each such Assumed Company Option divided by (including acceleration provisions upon a qualifying termination of employment y) the Exchange Ratio (if any)) as applied rounded up to the corresponding Unvested nearest whole cent); provided, however, that in no case shall the assumption of an Assumed Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock be performed in a manner that is greater than not in material compliance with the requirements of Sections 409A or equal to 424(a) of the Per Share Price will be cancelled at the Effective Time for no consideration or payment Code and without further action on the part of any Personother applicable Law. Following At the Effective Time, no Unvested each Company Equity Plan pursuant to which any Assumed Company Option has been granted shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.assumed by Parent.

Unvested Company Options. At the Effective Time, each outstanding Each Unvested Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, shall be cancelled and converted solely into the contingent and will become a right to receive from Parent or an amount in cash, without interest, equal to the Surviving Corporation a Converted Cash Award equal in value product obtained by multiplying (i) the amount of the Per Share Price (less the exercise price per share attributable to such Unvested Company Option) by (Aii) the total number of shares of Company Common Stock subject to issuable upon exercise in full of such Unvested Company Option as of immediately prior to the Effective Time multiplied (the “Cash Replacement Option Amount”), which Cash Replacement Option Amount will, subject to the holder’s continued service with the Parent and its Representatives through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged would have vested pursuant to its terms (including, for the avoidance of doubt, pursuant to any Company Benefit Plan). All Cash Replacement Option Amounts will have the same terms and conditions as applied to the award of Unvested Company Options for which they were exchanged, except for terms rendered inoperative by (B) the excess, if any, reason of the Per Share Price over transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent or its Representatives are appropriate to conform the administration of the Cash Replacement Option Amounts. Notwithstanding the foregoing, with respect to any Unvested Company Options for which the exercise price per share of Company Common Stock under attributable to such Unvested Company Option, less applicable Taxes required Options is equal to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is or greater than or equal to the Per Share Price Price, such Unvested Company Options will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Cash Replacement Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with Amount being paid in respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.thereof.

Unvested Company Options. (A) At the Effective Time, each outstanding Company Option that is outstanding and unexercised immediately prior to the Effective Time and that is not a Vested vested as of the Effective Time (after application of the One Year Accelerated Vesting and any vesting acceleration provisions set forth in the terms of such Company Option Option, if any) (each, an “Unvested Company Option”) willshall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall be cancelled and converted solely into an option to purchase a number of shares of Parent Common Stock equal to the contingent right product (rounded down to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to nearest whole number) of (Ax) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by and (By) the excessOption Conversion Ratio, if any, of at an exercise price per share (rounded up to the Per Share Price over nearest whole cent) equal to (1) the exercise price per share of Company Common Stock under of such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For , divided by (2) the avoidance Option Conversion Ratio; provided, however, that the exercise price and the number of doubtshares of Parent Common Stock purchasable pursuant to the Unvested Company Options shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 409A of the Code; provided, further, that in the case of any Unvested Company Option that has an to which Section 422 of the Code applies, if any, the exercise price per share and the number of Company shares of Parent Common Stock that is greater than or equal purchasable pursuant to such option shall be determined in accordance with the Per Share Price will be cancelled at foregoing, subject to such adjustments as are necessary in order to satisfy the Effective Time for no consideration or payment and without further action on requirements of Section 424(a) of the part of any PersonCode. Following Except as specifically provided above, following the Effective Time, no each Unvested Company Option shall remain outstandingcontinue to be governed by the same terms (including vesting and exercisability terms) as were applicable to such Unvested Company Option immediately prior to the Effective Time, and except to the extent such terms are rendered inoperative by reason of the Merger; provided that each former holder of an Unvested Company Option shall cease vest in full on a termination of the Holder’s employment (x) involuntarily by the Holder’s employer without “Cause” (as such term is defined in Section 5.2(a) of the Company Disclosure Letter), (y) voluntarily by the Holder for “Good Reason” (as such term is defined in Section 5.2(a) of the Company Disclosure Letter) or (z) due to have any rights with respect theretothe Holder’s death or by the Holder’s employer due to disability, except for on or after the right Effective Time (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii“Double Trigger Vesting”). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A..

Unvested Company Options. At the Effective Time, each outstanding Unvested Company Option that is not a Vested shall be cancelled and, in exchange therefor, the Surviving Corporation or one or more of the Company Option (each, an “Subsidiaries shall pay from time to time after the Effective Time to each former holder of any such cancelled Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to dates such Unvested Company Options would have vested (A) the total number of shares of Company Common Stock subject to such the same conditions on vesting as applied to the Unvested Company Option immediately prior to the Effective Time multiplied by if such Unvested Company Option had not been cancelled at the Effective Time as contemplated hereby), without any crediting of interest for the period from the Effective Time until vesting, a cash amount equal to the product of (Bi) the excess, if any, of the Per Share Price Merger Consideration over the exercise price per share Exercise Price of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to and (ii) the number of Company Shares underlying such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to which would have vested on such date, less applicable withholding Taxes; provided that if the Effective Time. For the avoidance Exercise Price of doubt, any such Unvested Company Option that has an exercise price per share of Company Common Stock that is equal to or greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective TimeMerger Consideration, no such Unvested Company Option shall remain outstandingbe canceled without the requirement for any potential cash payment to be made in respect thereof. Promptly following the date of this Agreement, and the Company shall deliver written notice to each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for informing such holder of the right (if any) to receive effect of the Converted Cash Award in exchange for such Merger on the Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.Options.

Unvested Company Options. At the Effective Time, each outstanding Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to (A) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii2.8(b)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.

Unvested Company Options. At the Effective Time, each outstanding Company Option that is not a Vested Company Option unvested (each, each an “Unvested Company Option”) will), automatically shall be assumed by Parent and without any required action on substituted by the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or receive, on each Applicable Vesting Period (as defined below), for each Unvested Company Option that would otherwise have vested on such Applicable Vesting Period, an amount (without interest) equal to the Surviving Corporation a Converted Cash Award equal in value to excess of (A) the total number of shares of Merger Consideration over (B) the exercise price per Company Common Stock subject to Share for such Unvested Company Option immediately prior to (the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company Option“Assumed Consideration”), less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted payment pursuant to this Section 2.8 will 2.8(d) below. All other terms of the Unvested Company Options shall continue to have, and will be subject toto the terms of the respective Company Share Plans and award agreements. To the extent such Assumed Company Options, Assumed Option Consideration or holder thereof is subject to Section 409A of the Code, the same vesting terms Assumed Company Options (as converted) and conditions (including acceleration provisions upon a qualifying termination payment of employment (if any)) as applied such Assumed Option Consideration thereof shall subject to any modifications required to be in compliance with Section 409A of the corresponding Unvested Company Option immediately prior to the Effective TimeCode and applicable treasury regulations and other official guidance promulgated thereunder. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment From and without further action on the part of any Person. Following after the Effective Time, all Company Unvested Options shall no Unvested Company Option longer be outstanding and shall remain outstandingcease to exist, and each former holder of an Unvested Company Option Options shall cease to have any rights with respect theretothereto or arising therefrom, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.Assumed Consideration payable hereunder.

Unvested Company Options. At Each Company Option outstanding immediately prior to the Effective Time, each outstanding Company Option Time that is not a Vested vested as of the Effective Time (after taking into account any vesting acceleration and forfeiture provisions provided in the Company Equity Plan and award agreement applicable to such Company Option by reason of this Agreement or the Transactions) (each, an “Unvested Company Option”) will), shall, automatically at the Effective Time and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right an option to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to (A) the total number of purchase shares of Company Common Stock subject Parent common stock (an “Adjusted Option”) on the same terms and conditions as were applicable to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same including vesting terms and conditions conditions), with the number of shares of Parent common stock (including acceleration provisions upon a qualifying termination of employment (if any)) as applied rounded down to the corresponding nearest whole number of shares) subject to such Adjusted Option equal to the product of (A) the total number of Company Shares underlying such Unvested Company Option immediately prior to the Effective Time. For , multiplied by (B) the avoidance of doubtEquity Award Conversion Amount (as defined below), any and with the exercise price applicable to such Adjusted Option to equal the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per Company Share applicable to such Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal immediately prior to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstandingby (2) the Equity Award Conversion Amount; provided, and each former holder of an Unvested Company Option shall cease however, that to have the extent that any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option is subject to a “Share Price Condition” (as defined in accordance with this Section 2.8(c)(iithe award agreement applicable to such Unvested Company Option). Any , and such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements Share Price Condition has not been achieved as of Code Section 409A.the

Unvested Company Options. At the Effective Time, each outstanding Each unvested Company Option that is not a Vested Company Option (eachunexpired, an “Unvested Company Option”) willunexercised, automatically issued and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to (A) the total number of shares of Company Common Stock subject to such Unvested Company Option outstanding immediately prior to the Effective Time multiplied shall, on the terms and subject to the conditions set forth in this Agreement, be cancelled and converted into and represent the right to receive an amount in cash (without interest) with respect to each Company Ordinary Share underlying such unvested Company Option, subject to the vesting schedule as in effect immediately prior to the Effective Time of the unvested Company Option (which, for the avoidance of doubt, shall not be accelerated by reason of the transactions contemplated by this Agreement), equal to (Bi) the excess, if any, of the Per Share Price Closing Consideration over the per share exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required and (ii) the right to receive the Per Share Earnout Consideration, if any, upon the Earnout payment date(s); provided, however, that payment shall be withheld made with respect to each such share on the later of the date that the corresponding payments are made to Company Securityholders and the date that the Company Option vests with respect to such paymentshare. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination The holder of employment (if any)) as applied to the corresponding Unvested an unvested Company Option immediately prior shall forfeit the right to receive any payments with respect to any portion of the Effective TimeCompany Option that has not vested on or before the date that such holder ceases to be employed by the Company or a Subsidiary of the Company. For the avoidance of doubt, any Unvested amounts forfeited by a holder of unvested Company Option that has an exercise price per share Options shall act as a reduction of the Merger Consideration. Acquirer shall pay each holder of unvested Company Common Stock that is greater than or equal Options the cash required to be paid to such holder pursuant to this Section 1.7(i) and as set forth in the Per Share Price will be cancelled at Spreadsheet in accordance with the vesting schedule as in effect immediately prior to the Effective Time for no consideration or payment and without further action on of the part unvested Company Option. The provisions of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii1.7(i) are subject to the provision of Section 1.10(e) (regarding withholding rights). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A..

Unvested Company Options. At Each Company Option outstanding as of immediately prior to the Effective Time, each outstanding Company Option Time that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, shall be cancelled and converted solely into and will become the contingent right to receive from Parent or an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the Surviving Corporation a Converted Cash Award equal in value to product of (A) the total number of shares of Company Common Stock subject to such Unvested Company Option as of immediately prior to the Effective Time multiplied by and (B) the excess, if any, of the Per Share Price over the exercise price per share of such Vested Company Common Stock under such Option (the “Cash Replacement Company Option Amounts”). All Cash Replacement Company Option Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company OptionOptions for which such Cash Replacement Company Option Amounts were exchanged would have vested and been payable pursuant to its terms (including, less applicable Taxes required to be withheld for the avoidance of doubt, with respect to such paymentany terms providing for acceleration of vesting pursuant to any Employee Plans as in effect on the date hereof). Except as otherwise provided set forth in this Section 2.82.8(a)(ii), each such Converted all Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, Replacement Company Option Amounts shall otherwise have the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)with respect to vesting) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect theretowhich they were exchanged, except for terms rendered inoperative by reason of the right (if any) to receive the Converted Cash Award in exchange Transactions or for such Unvested other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.Amounts.

Unvested Company Options. At Unless otherwise mutually agreed by the Parties or the Parent and the applicable Company Option holders, at the Effective Time, each outstanding Company Option that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time and will not a Vested Company Option (eachby its terms vest as of the Effective Time, an “Unvested Company Option”) will, automatically shall be assumed and substituted without any required action on the part of the holder thereofthereof (the “Substituted Options”), be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to (A) the total number of shares of Company Common Stock subject to compliance with Section 409A of the Code, the Substituted Options shall remain subject to the same terms and conditions as were applicable under such Unvested Company Option immediately prior to the Effective Time multiplied (including, without limitation, all vesting, exercise and forfeiture terms and accelerated vesting on specific terminations of employment, to the extent applicable, and any new terms required to become effective as a result of such assumption and/or substitution under the Company Option award agreement and/or Company Equity Plan), except (i) for changes to certain terms and conditions rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes that are not detrimental in any material respect to the holder thereof and that in the reasonable and good faith determination of Parent are necessary to conform the administration of the Substituted Options and the Surviving Corporation and (Bii) that upon vesting of any Substituted Options, the holder thereof shall be entitled to the amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Per Share Price over (y) the per-share exercise price per share of Company Common Stock under for such Unvested Company Option, less applicable Taxes required to be withheld with respect to multiplied by (B) the total number of Company Shares underlying such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an would have become vested pursuant to its terms, without interest (the “Substituted Option Consideration”). Notwithstanding anything to the contrary contained in this Agreement, if the per-share exercise price per share of any Company Common Stock that Option is equal to or greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective TimePrice, no Unvested such Company Option shall remain outstanding, be cancelled without any cash payment or other consideration being made in respect thereof and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, no further force or is exempt from, the requirements of Code Section 409A.effect.

Unvested Company Options. At the Effective Time, each outstanding Each Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) will, shall be canceled and automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to an amount (A) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior any Taxes withheld pursuant to Section 2.08(f)) in cash, without interest, equal to the Effective Time multiplied by product of (Bi) the excess, if any, of (A) the Per Share Price Merger Consideration over (B) the applicable per share exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect Option multiplied by (ii) the total number of Shares subject to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to (the Effective Time. For “Unvested Option Consideration”); provided, that, except as is set forth on Section 2.07(a)(ii) of the avoidance of doubtCompany Disclosure Letter, any Unvested Company Option that has an exercise price such per share of Company Common Stock that is greater than or equal to the Per Share Price will Unvested Option Consideration shall not be cancelled paid at the Effective Time for no consideration or payment and without further action on but shall instead be subject to the part satisfaction of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease original vesting conditions applicable to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such underlying Unvested Company Option in accordance with its terms. Upon satisfaction of such vesting conditions underlying any Unvested Option Consideration, Parent shall cause the Surviving Corporation to pay the per share Unvested Option Consideration, without interest and less any Taxes withheld pursuant to Section 2.08(f), to such holders who have satisfied the applicable vesting conditions as of the applicable vesting date, without interest, on the first regularly scheduled payroll date of the Surviving Corporation that is on or next following the first day of the fiscal quarter immediately following the applicable vesting date of each Unvested Company Option for which such Unvested Option Consideration was exchanged. Except as is set forth in this Section 2.8(c)(ii). Any such conversion 2.07(a)(ii) and assumption on Section 2.07(a)(ii) of the Company Disclosure Letter, all Unvested Option Consideration will be effected in a manner that complies withhave the same terms (including, or is exempt fromwith respect to vesting and forfeiture) and conditions as applied to the Unvested Company Options for which they were exchanged, except for terms rendered inoperative by reason of the requirements of Code Section 409A.Transactions.

Unvested Company Options. At Each Company Option outstanding as of immediately prior to the Effective Time, each outstanding Company Option Time that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, shall be cancelled and converted solely into the contingent right to receive from Parent or an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the Surviving Corporation a Converted Cash Award equal in value to product of (Ai) the total number of shares of Company Common Stock subject to such Unvested Company Option as of immediately prior to the Effective Time multiplied by and (Bii) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company OptionOption (the “Cash Replacement Company Option Amounts”), less which Cash Replacement Company Option Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable Taxes required vesting dates, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Company Option Amounts were exchanged would have vested pursuant to be withheld its terms (including, for the avoidance of doubt, with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted any terms providing for acceleration of vesting pursuant to this Section 2.8 any Employee Plan as in effect on the date hereof). All Cash Replacement Company Option Amounts will continue to have, and will be subject to, have the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)with respect to vesting) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect theretowhich they were exchanged, except for terms rendered inoperative by reason of the right (if any) to receive the Converted Cash Award in exchange Transactions or for such Unvested other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.Amounts.