“Related Entity” shall mean any subsidiary, and any business, corporation, partnership, limited liability company or other entity designated by the Board, in which the Company or a subsidiary holds a substantial ownership interest, directly or indirectly.
“Transaction Consideration” shall mean the total value of all cash, securities and other consideration in any form paid or issued, directly or indirectly, by the Acquiring Entity to the Company’s stockholders in connection with a Company Acquisition.
“Unvested Equity Value” shall mean, in respect of each Participant, an amount equal to the sum of the values determined by applying the following calculation separately to each equity award held by the Participant as of the closing of the Company Acquisition: (i) the product of (A) the total number of shares of Company common stock subject to the outstanding and unvested portion of the Company equity award held by the Participant and (B) the Transaction Consideration paid per share of Company common stock minus (ii) the aggregate exercise price applicable to such number of shares of Company common stock subject to the unvested portion of such equity award; provided that if the foregoing calculation yields a negative number, then the number included in the calculation of Unvested Equity Value for such equity award shall be zero. Unvested Equity Value shall be calculated on a pre-tax basis for each Participant, and shall be calculated without regard to any acceleration of vesting of Company equity awards that occurs as a result of the Company Acquisition or an event related to the Company Acquisition (such as a termination of service in connection with or following the Company Acquisition).
(a)The Board shall be the administrator of this Plan and shall have full and complete power and authority to administer and interpret this Plan. All decisions and interpretations of the Board hereunder – including without limitation the selection of Participants and allocation of Percentage Interests under Section 4 and the determinations with respect to tax matters under Section 6 – are final and binding on all Participants. No member of the Board shall be liable to any Participant for any action taken or omitted in connection with the interpretation and administration of this Plan.
(b)The Board, in its sole discretion, will have the power, subject to, and within the limitations of, the express provisions of this Plan:
(i)To determine whether or not a transaction or related series of transactions results in a Company Acquisition;
(ii)To establish, change and adjust, in its sole discretion, except to the extent specified in this Plan, the amount of an Award;
(iii)To designate certain persons as Participants and to change or revoke such designations in its sole discretion;
(iv)To allocate the Percentage Interests in the Transaction Consideration payable to each Participant, including, without limitation, any reallocation of Percentage Interests among the Participants; and