Corporate Transaction. In the event that the Option is assumed or continued, or substituted for new stock options or another equity-based award of a successor entity, or parent or subsidiary thereof (with appropriate adjustments as to the number of shares and option exercise prices), in each case upon the consummation of any Corporate Transaction (or in the event that the Optionee is party to a Severance Agreement, upon the consummation of any Change in Control (as defined in such Severance Agreement)), and the employment of Optionee with the Company or an Affiliate is terminated within 24 months following the consummation of such Corporate Transaction (or in the event that the Optionee is party to a Severance Agreement, within 24 months following the consummation of such Change in Control (as defined in such Severance Agreement)) by the employer without Cause or by the Optionee for Good Reason, the Option shall be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the 12-month period immediately following such termination (subject to the earlier expiration of the Option as provided in Section 4 hereof) or for such longer period as the Committee shall determine. In the event a Corporate Transaction occurs (or in the event that the Optionee is party to a Severance Agreement, in the event that a Change in Control (as defined in such Severance Agreement) occurs) in which the Option is not being assumed, continued or substituted (as contemplated by the preceding sentence), the Option shall be treated in accordance with the default rules applicable under [Section 17.3] of the Plan with respect to Corporate Transactions, and the Committee may either # require Optionee to exercise the Option prior to the consummation of the Corporate Transaction by providing notice at least 15 days prior to the scheduled consummation of the Corporation Transaction that the Option (including the any unvested portion of the Option that becomes vested immediately prior to the occurrence of the Corporate Transaction) shall remain exercisable for a period of 15 days, subject to the earlier expiration of the Option as provided in Section 4 and Section 5 hereof, and shall thereafter be terminated or # provide that the portion of the Option that remains outstanding as of immediately prior to the consummation of the Corporation Transaction shall be cancelled upon consummation of the Corporate Transaction, and that Optionee shall receive an amount in cash or securities having a value (as determined by the Committee acting in good faith) equal to the product of the number of shares of Stock subject to the Option at such time multiplied by the amount, if any, by which # the formula or fixed price per share payable to holders of shares of Stock pursuant to such transaction exceeds # the Exercise Price. With respect to the Committee’s establishment of an exercise window pursuant to clause (a) of the preceding sentence, # any exercise during the 15-day period shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before the consummation thereof, and # upon the consummation of the Corporate Transaction, any unexercised portion of the Option shall terminate.

Corporate Transaction and Adjustments. The Ordinary Shares subject to the Restricted Share Units may be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

Corporate Transaction. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.

Corporate Transaction and Adjustments. The Ordinary Shares subject to the Restricted Share Units may be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

Corporate Transaction. Your Option is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.

Corporate Transaction. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.

Corporate Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board will take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:

Corporate Transaction and Adjustments. The Ordinary Shares subject to the Restricted Share Units may be adjusted or terminated in any manner as contemplated by Sections 11 and 12 of the Plan.

Corporate Transaction and Adjustments. The Ordinary Shares subject to the Performance-Based Restricted Share Units may be adjusted or terminated in any manner as contemplated by [Sections 11 and 12]2] of the Plan.

Corporate Transaction. The following provisions shall apply to Awards in the event of a Corporate Transaction unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of the Award or unless otherwise expressly provided by the Board at the time of grant of a Award: