Common use of Unvested Company RSUs Clause in Contracts

Unvested Company RSUs. Subject to Section 1.8, Section 1.10, Section 2 and Section 8, at Closing, each Company RSU, that is outstanding and unvested immediately prior to the Closing and held by a then-current employee or service provider of the Company or any of its Subsidiaries (each, an “Unvested Company RSU”), shall, without any action on the part of Parent, Purchaser, the Company or the holder thereof, be substituted as provided in this Section 1.2(d), and each holder thereof (including any Seller) who continues to be employed by or in service with Parent or any of its Subsidiaries (including the Company) as of immediately following the Closing shall be entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down to the nearest whole share of Parent Common Stock) equal to (i)(A) the aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU (assuming it were fully vested), multiplied by (B) the Post-Preference Per Share Amount divided by (ii) the Parent Closing Stock Price; provided that such Unvested Replacement RSU Award (x) shall vest in substantially equal quarterly installments over the aggregate remaining vesting period applicable to the corresponding Unvested Company RSU, subject to continued employment or service of the holder thereof with Parent or any of its Subsidiaries (including the Company) on the applicable vesting date with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, (and in each case subject to applicable withholdings and Taxes); provided, however, that any payment under this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on the same terms and conditions as were applicable to such Unvested Company RSU (without regard to any provisions that would result in accelerated vesting). The size of the Unvested Replacement RSU Award to be granted to each holder of an Unvested Company RSU in connection with the Closing, shall be set forth on the Closing Consideration Spreadsheet. Purchaser shall procure that Parent issues the Unvested Replacement RSU Awards as promptly as reasonably practicable following the Closing. Notwithstanding anything to the contrary in this Agreement, Unvested Replacement RSU Awards issued as a result of the substitution of Unvested Company RSU, shall be issued under a qualified equity incentive plan adopted by Parent and filed with the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling or any other

Unvested Company RSUs. Subject to Except as set forth in Section 1.8, Section 1.10, Section 2 and Section 8, at Closing2.8(b)(ii) of the Parent Disclosure Letter, each Company RSU, that is RSU outstanding and unvested as of immediately prior to the Closing and held by Effective Time that is not a then-current employee or service provider of the Vested Company or any of its Subsidiaries RSU (each, an “Unvested Company RSU”) shall be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amounts”), shallwhich Cash Replacement Company RSU Amounts will, without any action on subject to the part of Parent, Purchaser, the Company or the holder thereof, be substituted as provided in this Section 1.2(d), and each holder thereof (including any Seller) who continues to be employed by or in holder’s continued service with Parent or any of its Subsidiaries Affiliates (including the CompanySurviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as of immediately following the Closing shall be entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down to the nearest whole share of Parent Common Stock) equal to (i)(A) the aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms (assuming it were fully vested)including, multiplied by (B) for the Post-Preference Per Share Amount divided by (ii) the Parent Closing Stock Price; provided that such Unvested Replacement RSU Award (x) shall vest avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in substantially equal quarterly installments over the aggregate remaining vesting period applicable to the corresponding Unvested Company RSU, subject to continued employment or service of the holder thereof with Parent or any of its Subsidiaries (including the Company) effect on the applicable vesting date with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, (and in each case subject to applicable withholdings and Taxeshereof); provided, however, that any payment under this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on . All Cash Replacement Company RSU Amounts will have the same terms and conditions (including with respect to vesting) as were applicable applied to such the Unvested Company RSU (without regard to any provisions that would result in accelerated vesting). The size for which they were exchanged, except for terms rendered inoperative by reason of the Unvested Transactions or for such 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 RSU Award to be granted to each holder of an Unvested Company RSU in connection with the Closing, shall be set forth on the Closing Consideration Spreadsheet. Purchaser shall procure that Parent issues the Unvested Replacement RSU Awards as promptly as reasonably practicable following the Closing. Notwithstanding anything to the contrary in this Agreement, Unvested Replacement RSU Awards issued as a result of the substitution of Unvested Company RSU, shall be issued under a qualified equity incentive plan adopted by Parent and filed with the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling or any otherAmounts.

Unvested Company RSUs. Subject to Section 1.8, Section 1.10, Section 2 and Section 8, at Closing, each Each Company RSU, that is RSU outstanding and unvested as of immediately prior to the Closing and held by Effective Time that is not a then-current employee or service provider of the Vested Company or any of its Subsidiaries RSU (each, an “Unvested Company RSU”), shall) shall automatically, without any action on the part of Parent, PurchaserMerger Sub, the Company or the holder thereof, be substituted cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Unvested Company RSU as provided in this Section 1.2(dof immediately prior to the Effective Time (the “Cash Replacement Company RSU Amount”), and each holder thereof (including any Seller) who continues which Cash Replacement Company RSU Amount will, subject to be employed by or in the holder’s continued service with Parent or any of its Subsidiaries Affiliates (including the CompanySurviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as of immediately following the Closing shall be entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down to the nearest whole share of Parent Common Stock) equal to (i)(A) the aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU for which such Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to its terms. Each Cash Replacement Company RSU Amount shall otherwise have the same terms and conditions (assuming it were fully vested), multiplied by (Bincluding with respect to vesting) the Post-Preference Per Share Amount divided by (ii) the Parent Closing Stock Price; provided that such Unvested Replacement RSU Award (x) shall vest in substantially equal quarterly installments over the aggregate remaining vesting period applicable as applied to the corresponding Unvested Company RSURSU for which it was exchanged, subject to continued employment or service except for terms rendered inoperative by reason of the holder thereof with Parent Transactions and other administrative or ministerial changes determined by Parent. The Surviving Corporation shall pay any portion of its Subsidiaries (including the Company) on Cash Replacement Company RSU Amount that vests to the applicable vesting date with each such installment to be paid as soon as reasonably practicable (but holder thereof, no more later than thirty (30) calendar days) days following the date on which such vesting dateportion vests, (and but in each case subject to applicable withholdings and Taxes); provided, however, that any payment under this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on the same terms and conditions as were applicable to such Unvested Company RSU (without regard to any provisions that would result in accelerated vesting). The size no event later than March 15th of the Unvested Replacement RSU Award to be granted to each holder of an Unvested Company RSU in connection with the Closing, shall be set forth on the Closing Consideration Spreadsheet. Purchaser shall procure that Parent issues the Unvested Replacement RSU Awards as promptly as reasonably practicable year following the Closing. Notwithstanding anything to the contrary year in this Agreement, Unvested Replacement RSU Awards issued as a result of the substitution of Unvested Company RSU, shall be issued under a qualified equity incentive plan adopted by Parent and filed with the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling or any otherwhich such portion vests.

Unvested Company RSUs. Subject to Section 1.8, Section 1.10, Section 2 and Section 8, at Closing, each Each Company RSU, that is RSU outstanding and unvested as of immediately prior to the Closing and held by Effective Time that is not a then-current employee or service provider of the Vested Company or any of its Subsidiaries RSU (each, an “Unvested Company RSU”) shall be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amounts”), shallwhich Cash Replacement Company RSU Amounts will, without any action on subject to the part of Parent, Purchaser, the Company or the holder thereof, be substituted as provided in this Section 1.2(d), and each holder thereof (including any Seller) who continues to be employed by or in holder’s continued service with Parent or any of its Subsidiaries Affiliates (including the CompanySurviving Corporation or its Subsidiaries) as of immediately following the Closing shall be entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down to the nearest whole share of Parent Common Stock) equal to (i)(A) the aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU (assuming it were fully vested), multiplied by (B) the Post-Preference Per Share Amount divided by (ii) the Parent Closing Stock Price; provided that such Unvested Replacement RSU Award (x) shall vest in substantially equal quarterly installments over the aggregate remaining vesting period applicable to the corresponding Unvested Company RSU, subject to continued employment or service of the holder thereof with Parent or any of its Subsidiaries (including the Company) on through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSUs for which such Cash Replacement Company RSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, (and in each case subject to applicable withholdings and Taxeshereof); provided, however, that any payment under if a holder of a Cash Replacement Company RSU Amount is terminated by Parent, the Company or the Surviving Corporation without “cause” (as defined in such holder’s then-effective employment agreement with the Company or one of its Subsidiaries or, if none, determined consistently in accordance with the Company’s past practices) in connection with the Closing or thereafter but on or prior to December 31, 2024, such holder’s then unvested Cash Replacement Company RSU Amount shall automatically accelerate and become vested upon such date of termination. Except as otherwise provided in this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on 2.8(a), all Cash Replacement Company RSU Amounts will have the same terms and conditions (including with respect to vesting) as were applicable applied to such the Unvested Company RSU (without regard to any provisions that would result in accelerated vesting). The size for which they were exchanged, except for terms rendered inoperative by reason of the Unvested Transactions or for such 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 RSU Award to be granted to each holder of an Unvested Company RSU in connection with the Closing, shall be set forth on the Closing Consideration Spreadsheet. Purchaser shall procure that Parent issues the Unvested Replacement RSU Awards as promptly as reasonably practicable following the Closing. Notwithstanding anything to the contrary in this Agreement, Unvested Replacement RSU Awards issued as a result of the substitution of Unvested Company RSU, shall be issued under a qualified equity incentive plan adopted by Parent and filed with the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling or any otherAmounts.

Unvested Company RSUs. Subject to Section 1.8, Section 1.10, Section 2 and Section 8, at Closing, each Each such Company RSU, RSU that is outstanding and unvested immediately prior to the Closing and held by not a then-current employee or service provider of the Vested Company or any of its Subsidiaries RSU (each, an “Unvested Company RSU”) shall be canceled and automatically converted into the right to receive an amount (subject to any Taxes withheld pursuant to Section 2.08(f), shall) in cash, without any action on the part of Parentinterest, Purchaser, the Company or the holder thereof, be substituted as provided in this Section 1.2(d), and each holder thereof (including any Seller) who continues to be employed by or in service with Parent or any of its Subsidiaries (including the Company) as of immediately following the Closing shall be entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down equal to the nearest whole share product of Parent Common Stock) equal to (i)(Ai) the aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU (assuming it were fully vested), Merger Consideration multiplied by (B) the Post-Preference Per Share Amount divided by (ii) the Parent Closing Stock Pricetotal number of Shares subject to the Unvested Company RSU (the “Unvested RSU Consideration”); provided provided, that except as is set forth on Section 2.07(b)(ii) of the Company Disclosure Letter, such per share Unvested Replacement RSU Award (x) Consideration shall vest in substantially equal quarterly installments over not be paid at the aggregate remaining Effective Time but shall instead be subject to satisfaction of the original vesting period conditions applicable to the corresponding underlying Unvested Company RSURSU in accordance with its terms. Upon satisfaction of such vesting conditions underlying any Unvested RSU Consideration, subject Parent shall cause the Surviving Corporation to continued employment or service pay the per share Unvested RSU 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 holder thereof with Parent or any of its Subsidiaries (including the Company) on the applicable vesting date with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, (and in each case subject to applicable withholdings and Taxes); provided, however, that any payment under this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on the same terms and conditions as were 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 to vesting date of each such Unvested Company RSU (without regard to any provisions that would result in accelerated vesting). The size of the for which such Unvested Replacement RSU Award to be granted to each holder of an Unvested Company RSU in connection with the ClosingConsideration was exchanged; provided that, shall be set forth on the Closing Consideration Spreadsheet. Purchaser shall procure that Parent issues the Unvested Replacement RSU Awards as promptly as reasonably practicable following the Closing. Notwithstanding notwithstanding anything to the contrary contained in this AgreementSection 2.07(b)(ii), Unvested Replacement RSU Awards issued as a result if required to comply with Section 409A of the substitution of Code, such amount shall be paid on the settlement date for the Unvested Company RSURSU for which the Unvested Company Consideration was exchanged, shall be issued as specified under a qualified equity incentive plan adopted the terms of the applicable award agreement. Except as is set forth in this Section 2.07(b)(ii) and Section 2.07(b)(ii) of the Company Disclosure Letter, all Unvested RSU Consideration will have the same terms (including, with respect to vesting and forfeiture) and conditions as applied to the Unvested Company RSUs for which they were exchanged, except for terms rendered inoperative by Parent and filed with reason of the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling or any otherTransactions.