Common use of Unvested Company Options Clause in Contracts

Unvested Company Options. At the Closing, each then outstanding and unexercised Unvested Company Option shall by virtue of the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar terms and conditions as were applicable to such Unvested Company Option immediately prior to the Closing (including any vesting and acceleration provisions, such that the vesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable to the Unvested Company Option). The Unvested RSUs shall, to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are subject to Section 102 shall continue to be held by the 102 Trustee in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition Consideration.

Unvested Company Options. (1) At the Closing, each then outstanding and unexercised Unvested Company Option shall by virtue that is outstanding as of the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal immediately prior to the excessClosing and that is held by a Company Employee who, if anyimmediately following the Closing, of is a Continuing Employee, shall, on terms and subject to the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option as conditions set forth in Payment Spreadsheet this Agreement, be assumed by Parent and converted into an option to purchase Parent Common Stock. Except as otherwise set forth in this Agreement or in any applicable Benefits Waiver, each assumed Company Option (the each, an “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUsAssumed Option”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar the same terms and conditions set forth in the Company Option Plan and the Company Option agreement relating thereto as in effect immediately prior to the Closing, except that (x) such Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares that were applicable to issuable upon exercise of such Unvested Company Assumed Option immediately prior to the Closing (including any vesting and acceleration provisionsmultiplied by the Exchange Ratio, such that the vesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable rounded down to the Unvested Company Option). The Unvested RSUs shall, to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 nearest whole number of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closingwith no cash being payable for any fractional share eliminated by such rounding, and thereafter, registered under an effective registration statement (y) the per share exercise price for the shares of Parent on Form S-8Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Shares at which such Assumed Option was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of each Assumed Option, the number of shares of Parent Common Stock issuable pursuant to each Assumed Option and the terms and conditions of each Assumed Option shall in all events be determined with respect to any Assumed Option granted to an employee who is a U.S. resident or citizen, in compliance with Section 409A of the Code, and will be exempt from prospectus in Israel under the case of any Company Option that qualifies as an exemption to be obtained prior to Closing pursuant to “incentive stock option” within the meaning of Section 15D 422 of the Israeli Securities LawCode, Section 424(a) of the Code. The Unvested RSU resulting from Assumed Options, to the roll over of extent issued in exchange for Unvested Company Options that are subject to Section 102 Company Options, shall continue be deposited with the 102 Trustee to be held by the 102 Trustee and released in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections Section 102 and 3(i) of the Israeli Ordinance, the Option Tax Ordinance and Ruling, the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Interim Options Ruling (or any other approval from the ITA received either that may be issued by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationITA.

Unvested Company Options. At the ClosingClosing Date, each then outstanding and unexercised Unvested Company Option shall by virtue of the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof Options shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option assumed by Purchaser as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paidthis Section 2. Each Unvested RSU resulting from the foregoing shall Company Option so assumed by Purchaser under this Agreement will continue to have, and be subject to, substantially similar the same terms and conditions set forth in the applicable Company Option documents (including any applicable Company Option Plan and share option agreement or other document evidencing such Company Option) immediately prior to the Closing Date (including any repurchase rights or vesting provisions), except that (i) each such Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of Purchaser's Equity Awards and (ii) the per share exercise price under the assumed Unvested Company Option for the Purchaser’s Equity Award will be based on the Option Ratio as were set forth above. Each assumed Unvested Company Option shall continue to vest following the Closing Date based on the vesting schedule applicable to such Unvested Company Option as in effect immediately prior to the Closing (including Date. The assumption of any vesting Unvested Company Option is intended to be effected in a manner which is consistent with Section 424(a) of the Code, and acceleration provisions, such each assumed Unvested Company Option that qualified as an incentive stock option pursuant to Section 422 of the vesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable Code immediately prior to the Unvested Company Option)Closing Date is intended to qualify as an incentive stock option immediately after the Closing Date. The Unvested RSUs shall, to the extent rolled over from assumption of any Unvested Company Options that were originally issued granted under the capital gains track pursuant Israeli Code is intended to Section 102 be effected in a manner which is consistent with the provisions of the Israeli Income Option Tax OrdinancePre-Ruling, continue after Closingif obtained. Following the Closing Date, consistent with Purchaser Board of Directors, a committee thereof or such other committee to which Purchaser Board duly delegates authority shall succeed to the terms authority and responsibility of the 102 Tax Ruling, Company Board of Directors or any committee thereof with respect to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original each assumed Unvested Company Option. The exercise of the assumed Unvested Company Option and/or sale of underlying shares shall be subject to the terms of Parent Common Stock underlying the Israeli Option Tax Pre-Ruling, if obtained and to such terms and restrictions, including blackout periods, as are generally applicable to such exercise and sale of options to purchase Purchaser's Shares. In the event that any Unvested RSUs will Company Option assumed in accordance with this Section 2.12(b) terminates or otherwise expires following the Closing in accordance with its terms, the Purchaser's Equity Awards which would have been issued upon the exercise of such Unvested Company Option shall be, as of Closingsoon as practicable following such termination or expiration, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption granted as additional options to be obtained prior to Closing pursuant to Section 15D individuals who were employed by the Company as of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are subject to Section 102 shall Closing Date and continue to be held employed by the 102 Trustee Purchaser, the Company or any of their respective Affiliates at the time of grant, on such terms and to such specific individuals as will be determined in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) discretion of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion Purchaser Board of any required 102 Trust Period) and the Israeli 102 Tax Ruling (Directors or any other approval from committee thereof to which the ITA received either by the Company prior to ClosingPurchaser Board of Directors delegates its authority, or by the Buyer or the Company after Closing in consultation with the consent management of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationCompany.

Unvested Company Options. At the ClosingEffective Time, each then outstanding Unvested Company Option held by a Company Continuing Employee shall, on the terms and unexercised subject to the conditions set forth in this Agreement, terminate and be cancelled, and, upon the cancellation thereof, such Unvested Company Option shall by virtue of be converted into the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled right to receive, with respect for each share of Company Common Stock subject to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option as set forth Option, an amount in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) cash equal to (i) the Residual Per Unvested Option Consideration divided by Share Amount, minus (ii) the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes exercise price per share of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be Company Common Stock subject to, substantially similar terms and conditions as were applicable to such Unvested Company Option immediately (the “Unvested Cash Option Payment”) subject to the restrictions and other terms of vesting, including continued employment as set forth in a Vesting Cash Payment Notice, in substantially the form attached hereto as Exhibit G (the “Vesting Cash Payment Notice”) and subject to any modifications that may be required by Law. Notwithstanding the foregoing, the Unvested Cash Option Payment shall not automatically be payable by Parent at the Effective Time, and shall instead become payable by or on behalf of the Surviving Corporation on the date set forth in the applicable Vesting Cash Payment Notice (subject to the restrictions and other terms of such vesting schedule, including continued employment). The Vesting Cash Payment Notice will provide that (A) individual dollar allocations will be paid out in accordance with the same vesting schedule applicable to those Unvested Company Options, (B) subject to the terms and conditions regarding vesting of the standard form of agreement for the issuance of Company Options under the Company Stock Plan and any deviations from the vesting on such standard forms disclosed on Schedule 3.4(b) of the Company Disclosure Letter, in order to receive any particular installment payment, a participant must be currently employed by the Surviving Corporation, or an Affiliate, on the applicable vesting date (i.e., no prorated or accelerated payment will be made if a participant is terminated prior to the Closing applicable vesting date), and (including C) no reallocation of any vesting and acceleration provisions, Unvested Cash Option Payment will be made to any other Person. The Surviving Corporation may in its discretion make all such that required payments through its or its Affiliates’ regular payroll system no later than the vesting schedule last day of such the calendar month immediately following the calendar month in which the Unvested RSUs shall continue Cash Option Payment becomes vested under the same schedule as would have been applicable to the Unvested Company Option)Vesting Cash Payment Notice. The Unvested RSUs shall, to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track All amounts payable pursuant to this Section 102 2.2(b) shall be subject to any withholding of the Israeli Income Tax Ordinance, continue after Closing, consistent with Taxes required by Law to be withheld and shall be paid without interest. Subject to the terms of the 102 Tax RulingUnvested Company Option (including the Company Stock Plan), to qualify under no Unvested Cash Option Payment, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of Law) by any Person, other than Parent or the capital gains track Surviving Corporation, or be taken or reached by any legal or equitable process in satisfaction of Section 102 in the same manner as any Liability of such Person prior to Closing, and the two year lock up period under Section 102 shall be deemed distribution to have commenced upon the date on which such lock up period commenced for the original Person of such Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are subject to Section 102 shall continue to be held by the 102 Trustee Cash Option Payment in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either this Agreement. Each Unvested Company Option held by the a Company prior to Closing, or by the Buyer or the Optionholder who is not a Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and Continuing Employee shall be in addition to cancelled and terminated without consideration upon the Acquisition ConsiderationEffective Time.

Unvested Company Options. At the ClosingEffective Time, each then outstanding and unexercised Unvested Company Option shall held by virtue a Continuing Employee, regardless of the Acquisition and without any action on the part of any holder respective exercise prices thereof, will be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such assumed by Parent. Each Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of so assumed by Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall under this Agreement will continue to have, and be subject to, substantially similar the same terms and conditions set forth in the applicable Unvested Company Option (including any applicable stock option agreement or other document evidencing such Unvested Company Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions as such provisions have been amended pursuant to this Section 1.7(c)), except that: (A) each assumed Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were applicable to issuable upon exercise of such Unvested Company Option immediately prior to the Closing (including any vesting and acceleration provisionsEffective Time multiplied by the Exchange Ratio, such that the vesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable rounded down to the Unvested Company Option). The Unvested RSUs shall, to nearest whole number of shares of Parent Common Stock; and (B) the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced per share exercise price for the original Unvested Company Option. The shares of Parent Common Stock underlying issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested RSUs will beCompany Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, as rounded up to the nearest cent; provided, however, that Parent’s board of Closingdirectors or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Unvested Company Option assumed by Parent; provided, further, however, in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the per share exercise price of the option, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code and satisfy the requirements of Section 424(a) of the Code and Treasury Regulation Section 1.424-1, and thereafter, registered under an effective registration statement of Parent on Form S-8, and each Company Option will be exempt from prospectus adjusted in Israel under an exemption a manner so as not to be obtained prior cause such Company Option to Closing pursuant to Section 15D constitute a deferral of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are compensation subject to Section 102 shall continue to be held by 409A of the 102 Trustee in Code solely as a result of such assumption and conversion and otherwise is accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) exemption for stock options under Section 409A of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationCode.

Unvested Company Options. At Subject to the Closingterms and conditions of this Agreement, at the Effective Time, each then outstanding and unexercised Unvested Company Option shall that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Acquisition Merger and without the need for any further action on the part of any holder thereof, be terminated and the holder thereof shall (except as expressly provided herein), be entitled to receiveassumed by Acquiror and converted into an Acquiror Option, with respect to and each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, holder of the Per Ordinary Share Consideration over the per share exercise price of such an assumed Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed entitled, in accordance with the terms of such Acquiror Option, to assume purchase after the Effective Time that 70% number of shares of Acquiror Common Stock, determined by multiplying the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be number of shares of Company Common Stock subject to, substantially similar terms and conditions as were applicable to such Unvested Company Option immediately prior to the Closing (including any vesting Effective Time by the General Stock Conversion Number, and acceleration provisionsthe exercise price per share for each such Acquiror Option will equal the exercise price of the Unvested Company Option immediately prior to the Effective Time divided by the General Stock Conversion Number, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed Unvested Company Option being exercisable for a fraction of a share, then the number of shares of Acquiror Common Stock subject to such Acquiror Option will be rounded down to the nearest whole number with no cash being payable for such fractional share. In no event shall the number of shares of Acquiror Common Stock, exercise price or any other term or provision of any Acquiror Option issued pursuant to this Section 2.1(b)(iv) be adjusted or modified in any manner as a result of any of the provisions of Section 2.1(b)(v). The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other material terms of the Unvested Company Option will otherwise be unchanged; provided, however, that the Acquiror Option shall not be exercisable for shares of Acquiror Common Stock which are not then vested according to such vesting schedule schedule. Promptly after the Effective Time, Acquiror will notify in writing each holder of an Unvested Company Option of the assumption of such Unvested RSUs shall continue under Company Option by Acquiror, and the same schedule number of shares of Acquiror Common Stock that are then subject to such option and the exercise price of such option, as would have been applicable determined pursuant to this Section 2.1(b)(iv), and each Company Optionholder shall, as a condition to receipt of an Acquiror Option pursuant to this Section 2.1(b)(iv), countersign such notice and agree to the treatment of such Person's Company Options in the manner set forth in Sections 2.1(b)(ii) and (iv). Acquiror will cause the Acquiror Common Stock issuable upon exercise of the assumed Unvested Company Options to be registered on Form S-8 of the SEC within 10 business days after the Effective Time (assuming timely receipt of the Spreadsheet, all option documentation relating to the Unvested Company Option). The Unvested RSUs shall, Options outstanding immediately prior to the extent rolled over from Effective Time and all signatures, opinions and consents required for such registration statement), will exercise commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such assumed Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 remain outstanding and will reserve a sufficient number of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms shares of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced Acquiror Common Stock for issuance upon the date on which such lock up period commenced for the original Unvested Company Optionexercise thereof. The Form S-8 shall not cover the shares of Parent Acquiror Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption subject to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of any Unvested Company Options that which are subject to Section 102 shall continue to be held by persons who do not become employees of the 102 Trustee in accordance Acquiror at the Effective Time or do not otherwise have a service relationship with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs Acquiror at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationEffective Time.

Unvested Company Options. At the ClosingEffective Time, each then outstanding and unexercised Unvested Company Option shall that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall, by virtue of the Acquisition Merger and without any further action on by Parent, Merger Sub, the part of any holder thereofCompany, be terminated and or the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted Option, be assumed by Parent and converted into, or terminated and substituted with, a stock units option of Parent (“Unvested RSUs”) that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, equal to the Per Unvested Option Consideration divided by product of (A) the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes number of the calculations shares of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be Company Common Stock subject to, substantially similar terms and conditions as were applicable to such Unvested Company Option immediately prior to the Closing Effective Time, multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including any vesting and acceleration provisions, such that the vesting schedule of such Unvested RSUs shall continue under schedule, as were applicable immediately prior to the same schedule as would have been applicable Effective Time to the Unvested Company OptionOption from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). The Unvested RSUs shall, It is the intention of the parties Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent rolled over permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Options Option that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as is outstanding and unvested immediately prior to Closing, the Effective Time and the two year lock up period under Section 102 held by a Person who is not a Continuing Employee shall be deemed to have commenced cancelled and terminated without consideration upon the date on which such lock up period commenced for the original Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are subject to Section 102 shall continue to be held by the 102 Trustee Effective Time in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationEquity Plan.

Unvested Company Options. At the ClosingEffective Time, Parent shall assume all outstanding, unexercised and unvested Company Options or, as applicable, the unvested portion of a Company Option (each such Company Option, or portion thereof, an “Unvested Company Option”). Immediately after the Effective Time, each then outstanding and unexercised Unvested Company Option shall by virtue of the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal outstanding immediately prior to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder Effective Time shall be deemed to assume that 70% of constitute an option to acquire, on the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar same terms and conditions as were applicable to under such Unvested Company Option immediately prior at the Effective Time, such number of Parent Shares (rounded down to the Closing (including any vesting and acceleration provisions, such nearest whole number) that is equal to the vesting schedule number of Company Shares subject to the unexercised portion of such Unvested RSUs shall continue under the same schedule as would have been applicable to the Unvested Company Option). The Unvested RSUs shall, to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option. The shares per share exercise price for the Parent Shares issuable upon exercise of Parent Common Stock underlying such assumed Unvested Company Option shall be equal to the Unvested RSUs will beexercise price per share of such Company Option in effect immediately prior to the Effective Time. The term, vesting schedule, status as an “incentive stock option” under Section 422 of Closingthe Code, if applicable, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D all of the Israeli Securities Law. The Unvested RSU resulting from other terms of the roll over of Unvested Company Options shall otherwise remain unchanged, and any restriction on the exercise of any Unvested Company Option assumed by Parent will continue in full force and effect following the Effective Time; provided, however, that are subject (1) to Section 102 shall continue to be held the extent provided under the terms of an Unvested Company Option, such Unvested Company Option assumed by the 102 Trustee Parent in accordance with this Section 2.7(d) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any share split, division or subdivision of shares, stock dividend, reverse share split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Share subsequent to the agreement with Effective Time; and (2) Parent’s board of directors or a committee thereof will succeed to the 102 Trustee, applicable Law (including the provisions of Sections 102 authority and 3(i) responsibility of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion Company’s board of any required 102 Trust Period) and the Israeli 102 Tax Ruling (directors or any other approval from committee thereof with respect to each Unvested Company Option assumed by Parent. It is the ITA received either intention of the parties that each Unvested Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Unvested Company Option qualified as an incentive stock option prior to Closingthe Effective Time. Within 20 Business Days after the Effective Time, or Parent will issue to each person who, immediately prior to the Effective Time, was a holder of an Unvested Company Option a document evidencing the foregoing assumption of such Unvested Company Option by Parent. Notwithstanding anything to the Buyer or contrary in this Section 2.7(d), the conversion of each Unvested Company after Closing with Option (regardless of whether such option qualifies as an “incentive stock option” within the consent meaning of Section 422 of the Representative). For Code) into an option to purchase Parent Shares will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the avoidance conversion of doubt, the value an Unvested Company Option will not constitute a “modification” of such Unvested Company Option for purposes of Section 409A or Section 424 of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationCode.

Unvested Company Options. At Subject to the Closingterms and conditions of this Agreement, at the First Effective Time, each then outstanding and unexercised Unvested Company Option that is issued and outstanding, immediately prior to the First Effective Time shall by virtue of the Acquisition and without any action on the part of any holder thereof, be terminated and automatically substituted and converted into the holder thereof shall be entitled right to receive, with respect to each share of Company Share Common Stock subject theretoto such Unvested Company Option, consideration an Acquiror restricted stock unit (measured in US dollars“Acquiror RSU”) granted under Acquiror’s 2007 Equity Incentive Plan for an amount of shares of Acquiror Common Stock equal to the excess, if any, of quotient obtained by dividing (A) the Unvested Company Options Per Ordinary Share Consideration over Value less the exercise price per share exercise price attributable to such Company Option, by (B) the Acquiror Closing Stock Price. The number of such shares of Acquiror Common Stock subject to each Acquiror RSU each Company Optionholder is entitled to receive for the shares of Company Common Stock subject to Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration Options held by such Company Optionholder shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, be rounded down to the nearest whole shareshare (with no cash being payable for any fractional share eliminated by such rounding) and computed after aggregating all shares of Company Common Stock that are subject to a particular Unvested Company Option held by such Company Stockholder. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder Each such Acquiror RSU shall be deemed subject to assume that 70% the terms and conditions of Acquiror’s 2007 Equity Incentive Plan and the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing Acquiror award agreement for such Acquiror RSU, but shall continue to have, and be subject to, substantially similar terms the same (or more favorable) vesting schedule (excluding acceleration terms) set forth in the applicable stock option agreement as is in effect immediately prior to the First Effective Time (except to the extent otherwise provided in the Acquiror New Hire Package, Acquiror award agreement for such Acquiror RSU and/or the Benefits Waiver, as applicable), except that the shares of Acquiror Common Stock subject to such Acquiror RSU shall vest and conditions settle as were follows — (1) on March 15, 2011, such Acquiror RSU shall (x) vest and settle with respect to the shares that would have vested from the Closing Date until March 15, 2011, (y) receive six months worth of accelerated vesting (i.e., the remaining vesting schedule will be shortened by six months), and (z) following the effectiveness of such accelerated vesting, vest and settle with respect to the shares that would have vested from March 15, 2011 through July 14, 2011, and (2) thereafter, such Acquiror RSU shall vest and settle on each July 15, October 15, January 15 and March 15 (it being understood that on each such vesting date, the shares that would have vested according to the original vesting schedule between such vesting date and the next subsequent vesting date shall vest); provided, however, that any withholding for Taxes applicable to the Acquiror RSUs shall be satisfied by withholding shares of Acquiror Common Stock that would otherwise be issued when the Acquiror RSUs are settled with a value equal to the amount of such withholding Taxes; provided, further, that the vesting acceleration described in sub-clause (y) above shall be contingent on the holder of such Unvested Company Option immediately prior executing a release of claims he or she may have with respect to the Closing (including any vesting and acceleration provisions, such that the vesting schedule treatment of such Unvested RSUs shall continue under the same schedule as would have been applicable to the Unvested Company Option). The Unvested RSUs shall, to the extent rolled over from Unvested Optionholder’s Company Options that were originally issued under in the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent Merger. Consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, Company Option Plans and the two year lock up period under Section 102 shall be deemed to have commenced upon documents governing the date on which such lock up period commenced for the original Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of outstanding Unvested Company Options that are under such plan as in effect on the Agreement Date, the Merger shall not accelerate the exercisability or vesting of such options or the shares of Acquiror Common Stock which shall be subject to Section 102 Acquiror RSUs upon Acquiror’s substitution and conversion of such options in the Merger (except as otherwise contemplated by this Agreement). Promptly after the Closing Date, Acquiror shall continue issue to be held each Person who immediately prior to the Effective Time was a holder of an outstanding Unvested Company Option an award agreement evidencing the foregoing substitution and conversion of such option by the 102 Trustee in accordance with the agreement with the 102 TrusteeAcquiror. All Unvested Company Options shall, applicable Law (including the provisions of Sections 102 and 3(i) by virtue of the Israeli Tax Ordinance First Merger and without the regulations and rules promulgated thereunder, including need for any further action on the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent part of the Representative). For the avoidance of doubtholder thereof, the value of the Unvested RSUs be cancelled and extinguished at the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationFirst Effective Time.

Unvested Company Options. At (1) On the terms and subject to the conditions of this Agreement, at the Closing, each then outstanding and unexercised Unvested Company Option shall that is In-the-Money and is outstanding as of immediately prior to the Closing and that is held by virtue of a Continuing Employee who, immediately following the Acquisition Closing, is a Continuing Employee, shall, on terms and without any action on subject to the part of any holder thereofconditions set forth in this Agreement, be assumed by Acquirer and converted into, or terminated and the holder thereof shall be entitled substituted with, an option to receivepurchase Acquirer Common Stock. Except as otherwise set forth in this Agreement or in an applicable Benefits Waiver, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option that is In-the-Money and is outstanding as set forth in Payment Spreadsheet of immediately prior to the Closing and that is held by a Company Employee (the each, a “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUsConverted Option”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar the same terms and conditions set forth in the Company Option Plan and the Company Option agreement relating thereto as in effect immediately prior to the Closing, except that (x) such Converted Option shall be exercisable for that number of whole shares of Acquirer Common Stock equal to the product of (I) the number of share of Company Capital Stock that were applicable to issuable upon exercise of such Unvested Company Converted Option immediately prior to the Closing Closing, multiplied by (including II) the Exchange Ratio, rounded down to the nearest whole number of shares of Acquirer Common Stock with no cash being payable for any vesting and acceleration provisionsfractional share eliminated by such rounding, such that (y) the vesting schedule per share exercise price for the shares of Acquirer Common Stock issuable upon exercise of such Unvested RSUs Converted Option shall continue under the same schedule as would have been applicable be equal to the Unvested quotient of (I) the exercise price per share at which such Converted Option was exercisable immediately prior to the Closing, divided by (II) the Exchange Ratio, rounded up to the nearest whole cent, and (z) any early exercise provisions set forth in the Company Option)Option Plan or the Company Option agreement relating to such Converted Option shall be waived by each Continuing Employee. The issuance of any Converted Options to any holder of Unvested RSUs shallOptions is contingent and subject to such holder executing and delivering an Optionholder Consent Agreement. Notwithstanding anything to the contrary herein, the exercise price of each Converted Option, the number of shares of Acquirer Common Stock issuable pursuant to each Converted Option and the terms and conditions of each Converted Option shall in all events be determined with respect to any Converted Option granted to an employee who is a U.S. resident or citizen, in material compliance with Section 409A of the Code, and in the case of any Company Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, Section 424(a) of the Code. Further, each Converted Option shall bear the legends described in Section 1.5(e) to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent applicable (along with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are subject to Section 102 shall continue to be held by the 102 Trustee in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company prior to Closing, or by the Buyer or the Company after Closing with the consent of the Representativelegends that may be required under Applicable Law). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition Consideration.

Unvested Company Options. At the ClosingEffective Time, each then outstanding and unexercised Unvested Company Option shall by virtue of the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal outstanding immediately prior to the excessEffective Time, if any, of to the Per Ordinary Share Consideration over the per share exercise price of extent such Unvested Company Option as set forth in Payment Spreadsheet is not a Vested Company Option (the each, a “Per Unvested Option ConsiderationContinuing Company Option”). The Per Unvested , shall be, and Parent agrees that each Continuing Company Option Consideration shall consist will be, assumed by Parent at the Effective Time and converted into an option (a “Parent Option”) to purchase shares of restricted stock units common stock, par value $.01 per share, of Parent (“Unvested RSUsParent Common Stock”). With respect to any such Parent Option, (A) equal the number of shares of Parent Common Stock to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar terms and conditions as were applicable to such Unvested Parent Option will be determined by multiplying the number of shares of Company Common Stock subject to such Continuing Company Option immediately prior to the Closing Effective Time by the Option Exchange Ratio (including as defined below), rounding any vesting and acceleration provisions, such that the vesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable fractional share up to the Unvested Company Option). The Unvested RSUs shall, to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closingnearest whole share, and (B) the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option. The shares exercise price per share of Parent Common Stock underlying of such Parent Option will be determined by dividing the Unvested RSUs will be, as exercise price per share of ClosingCompany Common Stock applicable to such Continuing Company Option by the Option Exchange Ratio, and thereafterrounding the exercise price thus determined down to the nearest whole cent (the “Parent Exercise Price”). Except as provided above, registered under an effective registration statement each Parent Option shall be subject to the same material terms and conditions (including, without limitation, expiration date, vesting, including acceleration of Parent on Form S-8vesting, and will be exempt from prospectus in Israel under an exemption exercise provisions) as were applicable to be obtained such Continuing Company Option immediately prior to Closing pursuant the Effective Time. Continuing Company Options to which Section 15D 421 of the Israeli Securities Law. The Unvested RSU resulting from Code applies by reason of their qualification as incentive stock options under Section 422 of the roll over of Unvested Company Options Code shall, notwithstanding the preceding sentence, be adjusted in a manner that are subject to complies with Section 102 shall continue to be held by the 102 Trustee in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i424(a) of the Israeli Tax Ordinance and Code. For purposes of this Agreement, the regulations and rules promulgated thereunder, including “Option Exchange Ratio” shall mean the completion quotient obtained by dividing (X) the Per Share Merger Consideration in respect of any required 102 Trust Perioda share of Company Common Stock by (Y) and the Israeli 102 Tax Ruling (or any other approval from Parent Market Price. The “Parent Market Price” shall mean the ITA received either by average closing sale price of one share of Parent Common Stock on the Company Nasdaq National Market for the 5 most recent trading days that Parent Common Stock has traded ending on the trading day one day prior to Closingthe Closing Date, or by as reported in the Buyer or the Company after Closing with the consent New York edition of the Representative)Wall Street Journal. For the avoidance of doubt, the value an adjustment of the Unvested RSUs at Purchase Price pursuant to Section 1.11(e) shall have no affect on, or result in any adjustment of, the Closing shall not be part of and shall be in addition to the Acquisition ConsiderationOption Exchange Ratio.