Common use of Restricted Stock Units Clause in Contracts

Restricted Stock Units. Each Agilent RSU Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number of Agilent Shares subject to each Post-Distribution Agilent RSU Award, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Agilent Ratio. (ii) Each Agilent RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted as of the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number of Keysight Shares subject to such Keysight RSU Award, rounded to the nearest one-thousandth (1/1,000) share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock Ratio.

Restricted Stock Units. (i) (A) Each Agilent Company RSU Award granted prior to April 1, 2014, and (B) each Company RSU Award granted to a non-employee member of the Board of Directors of the Company, in each case, that is outstanding as of the Effective Time shall be cancelled and, in exchange therefor, each holder of such Company RSU Award shall receive from Parent or the Surviving Company within three Business Days following the Closing Date, the Merger Consideration in respect of each share of Company Common Stock covered by such Company RSU Award immediately prior to the Effective Time, provided that any fractional shares that would otherwise be issuable pursuant to this Section 1.8(a)(i) shall be converted into cash in accordance with Section 2.5. Applicable Tax withholdings with respect to the consideration payable pursuant to this Section 1.8(a)(i) first shall reduce the number of shares of Parent Common Stock payable pursuant to this Section 1.8(a)(i), with the value of such shares equal to the closing price of a share of Parent Common Stock on the Closing Date. (ii) Each Company RSU Award granted on or after April 1, 2014 (other than any Company RSU Award granted to a non-employee member of the Board of Directors of the Company) that is outstanding immediately prior to the Effective Time shall be assumed and converted as automatically into a restricted stock unit award with respect to a number of shares of Parent Common Stock (each, an “Adjusted RSU Award”) equal to the product obtained by multiplying (A) the total number of shares of Company Common Stock subject to the Company RSU Award immediately prior to the Effective Time into either a Post-Distribution Agilent by (B) the Equity Award Exchange Ratio, provided, that any fractional shares shall be rounded up to the nearest whole number. Each Adjusted RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (applicable to the Company RSU Award under the Company Stock Plan and the agreements evidencing grants thereunder, including vesting and settlement, provided, that, with respect to vesting) after the Effective Time as applicable to such Agilent any Company RSU Award immediately prior to the Effective Time. The number of Agilent Shares that is subject to each Postperformance-Distribution Agilent RSU Awardvesting conditions, rounded to the nearest one-thousandth (1/1,000I) for purposes of a share, shall be equal to the product obtained by multiplying (1) determining the number of Agilent Shares shares of Company Common Stock subject to the corresponding Agilent Company RSU Award immediately prior to the Effective Time, by (2) the Agilent Ratio. (ii) Each Agilent RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, performance shall be converted as of based on actual performance through the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately latest practicable date prior to the Effective Time. The number Time (or, if earlier, through the end of Keysight Shares subject to the applicable performance period), with such Keysight RSU Award, rounded performance determined in good faith by the compensation committee of the Board of Directors of the Company (the “Company Compensation Committee”) prior to the nearest one-thousandth Closing Date as set forth in the immediately following sentence and (1/1,000II) share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to following the Effective Time, the Adjusted RSU Award shall continue to vest based on continued service to Parent and its Subsidiaries (subject to any accelerated vesting in accordance with the terms of such Company RSU Award) and without any ongoing performance-vesting conditions. For purposes of this Section 1.8(a)(ii), the actual level of performance for any Company RSU Award that is subject to performance-vesting conditions shall be calculated in the ordinary course of business consistent with the Company’s past practice; provided that (x) performance for any partial performance period will be determined for the full performance period using forecasted results as reasonably determined by the Company Compensation Committee, (2y) the Keysight Stock Ratioapplicable performance criteria used may be equitably adjusted by the Company Compensation Committee to account for any events or conditions relating to the transactions contemplated hereby (including, without limitation, significant legal, investment bank transaction and integration-related expenses) that affect the Company’s performance against the applicable performance criteria as reasonably determined by the Company Compensation Committee, and (z) the Company shall consult in good faith with Parent reasonably in advance of the determination of performance and the Company shall consider Parent’s input in good faith.

Restricted Stock Units. Each Agilent At the Effective Time, each RSU Award that is outstanding immediately prior to the Effective Time shall be converted as of and which by its terms would vest before the calendar year or in the calendar year in which the Effective Time into either occurs shall be cancelled and the holder thereof shall then become entitled to receive, in full satisfaction of such holder’s rights with respect thereto, a Postlump-Distribution Agilent RSU Award or a Keysight RSU Award as described below: sum cash payment equal to the product of (i) Each Agilent the number of shares of Company Common Stock subject to such cancelled RSU Award held by an Agilent Group Employee immediately prior to the Effective Time and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as (ii) the Merger Consideration. As of the Effective Time, through an adjustment theretoall Accumulated Dividends, if any, accrued but unpaid with respect to such cancelled RSUs shall, by virtue of the Merger and without any action on the part of a holder thereof, automatically become fully vested and be paid to such holder. At the Effective Time, each RSU that is outstanding immediately prior to the Effective Time and which by its terms would vest in any calendar year following the calendar year in which the Effective Time occurs will be adjusted as necessary to provide that, at the Effective Time, each such RSU shall be converted into a Post-Distribution Agilent restricted stock unit award, on the same terms and conditions as were applicable under such RSU Award immediately prior to the Effective Time (including with respect to vesting, treatment upon employment termination, etc.), with respect to a number of shares of common stock of Parent determined by multiplying the number of shares of Company Common Stock subject to such RSU immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole share (a “Converted RSU”), and shall, each such Converted RSU shall not be accelerated except as otherwise provided in this Section 4.01the original related RSU agreement issued by the Company (the “RSU Agreement”). At the Effective Time, be subject Parent shall assume all obligations of the Company with respect to the Company Stock Plans and each outstanding Converted RSU and the RSU Agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted RSUs appropriate notices setting forth such holders’ rights, and the RSU Agreements evidencing the grants of such Converted RSUs shall continue in effect on the same terms and conditions (including with respect subject to vesting) the adjustments required by this Section 2.3 after giving effect to the Effective Time Merger). The Converted RSUs will be settled in shares of common stock of Parent, which will not be subject to any Canadian hold period and may be resold by the holder of the Converted RSU on the TSX without any applicable U.S. restricted period having elapsed, or cash, as determined by Parent, and Parent shall take all corporate action necessary to effectuate the foregoing. Notwithstanding the foregoing, and for the purpose of clarity, it is understood by Parent, the Company and the Surviving Corporation that the Converted RSUs shall be awarded and issued under Parent’s equity-based long-term incentive compensation plan (the “Parent LTIP”). For the avoidance of doubt, the terms and conditions applicable to such Agilent RSU Award immediately prior to the Effective Time. The number of Agilent Shares subject to each Post-Distribution Agilent RSU Award, rounded to the nearest one-thousandth (1/1,000) of a share, Converted RSUs shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Agilent Ratio. (ii) Each Agilent RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted as of the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shall, except as otherwise provided in this Section 4.01, be subject to the same as the terms and conditions (including with respect set forth in the Company Stock Plans and the RSU Agreements pursuant to vesting) after which such Converted RSUs were granted, notwithstanding that the Effective Time as applicable to such Agilent RSU Award immediately prior to Converted RSUs will be issued under the Effective Time. The number of Keysight Shares subject to such Keysight RSU Award, rounded to the nearest one-thousandth (1/1,000) share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock RatioParent LTIP.

Restricted Stock Units. Each Agilent RSU Award that is outstanding immediately prior (i) Prior to the Effective Time Time, RemainCo shall be converted as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employeetake all actions necessary such that, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment theretoby virtue of the Distribution, into each holder of a RemainCo RSU shall (A) continue to hold such RemainCo RSU (with the number of shares of RemainCo Common Stock to which such RemainCo RSU relates unchanged as a result of the Distribution) (a “Post-Spin RemainCo RSU”), and (B) receive a SpinCo RSU (with the number of shares of SpinCo Common Stock to which such SpinCo RSU relates, rounded down to the nearest whole number of shares, equal to the number of shares of SpinCo Common Stock the holder of such RemainCo RSU would have been entitled to receive in the Distribution Agilent had the shares subject to such RemainCo RSU Award represented outstanding shares of RemainCo Common Stock). Both the Post-Spin RemainCo RSU and shall, except as otherwise provided in this Section 4.01, the SpinCo RSU shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as the terms and conditions applicable to such Agilent RSU Award immediately prior to the Effective Time. The number of Agilent Shares subject to each Post-Distribution Agilent RSU Award, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RemainCo RSU Award immediately prior to the Effective Time, by (2except as set forth in Section 3.01(b)(ii) the Agilent Ratioand Section 3.01(b)(iii) below. (ii) Each Agilent Post-Spin RemainCo RSU Award (whether vested or unvested) held by a Keysight Group SpinCo Employee shall fully vest and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted settled in RemainCo Common Stock effective as of the Effective Time into Time; and each unvested SpinCo RSU held by a Keysight SpinCo Employee shall become fully vested and be settled in SpinCo Common Stock on the earliest to occur of (A) the date on which such SpinCo RSU Award outstanding under would have otherwise vested in accordance with the Keysight Equity Plan and shallvesting schedule applicable to the corresponding RemainCo RSU, except as otherwise provided in this Section 4.01, be subject to the same terms SpinCo Employee’s continued employment with a member of the SpinCo Group through the applicable vesting date, (B) the Equity Vesting Date, subject to the SpinCo Employee’s continued employment with a member of the SpinCo Group through the Equity Vesting Date, and conditions (including C) the date of the SpinCo Employee’s termination of employment with respect the SpinCo Group without Cause (not due to vestingthe SpinCo Employee’s death, disability or resignation for any or no reason). (iii) after the Effective Time Each SpinCo RSU (whether vested or unvested) held by a RemainCo Employee shall fully vest and be settled in SpinCo Common Stock effective as applicable to such Agilent RSU Award immediately prior to of the Effective Time. The number ; and each Post-Spin RemainCo RSU held by a RemainCo Employee shall become fully vested and be settled in RemainCo Common Stock on the earliest to occur of Keysight Shares subject to (A) the date on which such Keysight Post-Spin RemainCo RSU Award, rounded would have otherwise vested in accordance with the vesting schedule applicable to the nearest one-thousandth (1/1,000) sharecorresponding RemainCo RSU, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior RemainCo Employee’s continued employment with a member of the RemainCo Group through the applicable vesting date, (B) the Equity Vesting Date, subject to the Effective TimeRemainCo Employee’s continued employment with a member of the RemainCo Group through the Equity Vesting Date, by and (2C) the Keysight Stock Ratiodate of the RemainCo Employee’s termination of employment with the RemainCo Group without Cause (not due to the RemainCo Employee’s death, disability or resignation for any or no reason).

Restricted Stock Units. (i) At the Effective Time, except as set forth in Section 1.7(a)(ii), each time-vesting restricted stock unit award (not including any award that vests based on the achievement of a combination of time- and performance-based conditions) in respect of shares of SASR Common Stock granted under the S▇▇▇▇ Spring Bancorp, Inc. 2015 Omnibus Incentive Plan, S▇▇▇▇ Spring Bancorp, Inc. 2024 Equity Plan, 2008 Revere Bank Equity Compensation Plan or 2013 Revere Bank Equity Compensation Plan (each, a “SASR Stock Plan” and each such restricted stock unit award, a “SASR RSU Award”) that is outstanding immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of SASR or any holder of such SASR RSU Award, shall be assumed by AUB and shall be converted into a restricted stock unit award (each, an “Assumed RSU Award”) that settles (subject to achievement of the applicable time-based vesting conditions) in a number of shares of AUB Common Stock equal to the number of shares of SASR Common Stock underlying the SASR RSU Award immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share. Each Agilent Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding SASR RSU Award immediately prior to the Effective Time (including, as applicable, (A) any terms and conditions relating to accelerated vesting on a qualified termination of the holder’s employment in connection with or following the Merger and (B) any terms relating to the right to receive cash dividend equivalents in connection with or following the Merger upon settlement). (ii) At the Effective Time, each SASR RSU Award that is outstanding immediately prior to the Effective Time shall be converted and (A) is vested as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number Time or (B) is held by (x) a former employee, officer, director or other service provider of Agilent Shares subject to SASR or any Subsidiary of SASR, or (y) a non-employee member of the Board of Directors of SASR, in each Post-Distribution Agilent RSU Awardcase, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award whether or not vested immediately prior to the Effective TimeTime (each SASR RSU Award described in the foregoing clauses (A) and (B), a “SASR Terminating RSU Award”), by (2) virtue of the Agilent Ratio. (ii) Each Agilent Merger and without any required action on the part of SASR or any holder of such SASR Terminating RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent EmployeeAward, shall fully vest (if unvested) and be cancelled and converted as of automatically into the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shallright to receive, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after each share of SASR Common Stock underlying the Effective Time SASR Terminating RSU Award, the Merger Consideration as applicable to if such Agilent SASR Terminating RSU Award had been settled in shares of SASR Common Stock immediately prior to the Effective Time. The number of Keysight Shares subject to such Keysight Time (the “SASR Terminating RSU AwardAward Consideration”), rounded to the nearest one-thousandth (1/1,000) shareplus, shall be if applicable, an amount in cash equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock Ratioany dividend equivalents with respect thereto.

Restricted Stock Units. (i) At the Effective Time, except as set forth in Section 2.5(a)(ii), each time-vesting restricted stock unit award (not including any award that vests based on the achievement of a combination of time- and performance-based conditions) in respect of shares of SASR Common Stock granted under the Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan, Sandy Spring Bancorp, Inc. 2024 Equity Plan, 2008 Revere Bank Equity Compensation Plan or 2013 Revere Bank Equity Compensation Plan (each, a “SASR Stock Plan” and each such restricted stock unit award, a “SASR RSU Award”) that is outstanding immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of SASR or any holder of such SASR RSU Award, shall be assumed by AUB and shall be converted into a restricted stock unit award (each, an “Assumed RSU Award”) that settles (subject to achievement of the applicable time-based vesting conditions) in a number of shares of AUB Common Stock equal to the number of shares of SASR Common Stock underlying the SASR RSU Award immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share. Each Agilent Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding SASR RSU Award immediately prior to the Effective Time (including, as applicable, (A) any terms and conditions relating to accelerated vesting on a qualified termination of the holder’s employment in connection with or following the Merger) and (B) any terms relating to the right to receive cash dividend equivalents in connection with or following the Merger upon settlement). (ii) At the Effective Time, each SASR RSU Award that is outstanding immediately prior to the Effective Time shall be converted and (A) is vested as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number Time or (B) is held by (x) a former employee, officer, director or other service provider of Agilent Shares subject to SASR or any Subsidiary of SASR, or (y) a non-employee member of the Board of Directors of SASR, in each Post-Distribution Agilent RSU Awardcase, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award whether or not vested immediately prior to the Effective TimeTime (each SASR RSU Award described in the foregoing clauses (A) and (B), a “SASR Terminating RSU Award”), by (2) virtue of the Agilent Ratio. (ii) Each Agilent Merger and without any required action on the part of SASR or any holder of such SASR Terminating RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent EmployeeAward, shall fully vest (if unvested) and be cancelled and converted as of automatically into the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shallright to receive, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after each share of SASR Common Stock underlying the Effective Time SASR Terminating RSU Award, the Merger Consideration as applicable to if such Agilent SASR Terminating RSU Award had been settled in shares of SASR Common Stock immediately prior to the Effective Time. The number of Keysight Shares subject to such Keysight Time (the “SASR Terminating RSU AwardAward Consideration”), rounded to the nearest one-thousandth (1/1,000) shareplus, shall be if applicable, an amount in cash equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock Ratioany dividend equivalents with respect thereto.

Restricted Stock Units. (i) At the Effective Time, except as set forth in Section 1.08(a)(ii), each time-vesting restricted stock unit award (not including any award that vests based on the achievement of a combination of time- and performance-based vesting conditions but including any award that was subject to one or more performance-based vesting conditions but is no longer subject to any performance-based vesting conditions) in respect of shares of HTLF Common Stock granted under the Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan (the “HTLF Stock Plan) (each such restricted stock unit award, a “HTLF RSU Award”) that is outstanding immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of HTLF or any holder of such HTLF RSU Award, shall be assumed by UMB and shall be converted into a restricted stock unit award (each, an “Assumed RSU Award”) that settles (subject to achievement of the applicable time-based vesting conditions) in a number of shares of UMB Common Stock equal to the number of shares of HTLF Common Stock underlying the HTLF RSU Award immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share. Each Agilent Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding HTLF RSU Award immediately prior to the Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions, subject to any accelerated vesting on a Qualified Termination of the holder’s employment following the Mergers). (ii) At the Effective Time, each HTLF RSU Award that is outstanding immediately prior to the Effective Time shall be converted and (A) is vested as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number Time or (B) is held by (x) a former employee, officer, director or other service provider of Agilent Shares subject to HTLF or any Subsidiary of HTLF, (y) a non-employee member of the Board of Directors of HTLF or any Subsidiary of HTLF or (z) a non-employee member of an advisory board of HTLF or any Subsidiary of HTLF, in each Post-Distribution Agilent RSU Awardcase, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award whether or not vested immediately prior to the Effective TimeTime (each HTLF RSU Award described in the foregoing clauses (A) and (B), a “HTLF Terminating RSU Award”), by (2) virtue of the Agilent Ratio. (ii) Each Agilent Merger and without any required action on the part of HTLF or any holder of such HTLF Terminating RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent EmployeeAward, shall fully vest (if unvested) and be cancelled and converted as of automatically into the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shallright to receive, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after each share of HTLF Common Stock underlying the Effective Time HTLF Terminating RSU Award, the Merger Consideration, as applicable to if such Agilent HTLF Terminating RSU Award had been settled in shares of HTLF Common Stock immediately prior to the Effective Time. The number of Keysight Shares subject to such Keysight RSU Award, rounded to Time (the nearest one-thousandth (1/1,000) share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent “HTLF Terminating RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock RatioConsideration”).

Restricted Stock Units. Each Agilent RSU Award At the First Effective Time, each restricted stock unit granted under the Company Stock Plans (a “Company RSU”) that is outstanding and unvested immediately prior to the First Effective Time (after giving effect to any vesting that is contingent upon the completion of the Mergers) shall be converted into and become a right to receive a restricted stock unit with respect to Parent QVC Series A Stock, and Parent shall assume such Company RSU award converted as provided below in accordance with substantially the same terms as those of the applicable Company RSU award and the agreement by which such Company RSU award is evidenced, as in effect as of the date of this Agreement (all outstanding Company RSUs that are assumed pursuant to this Section 2.1(f)(ii) are hereafter referred to as “Assumed RSUs”). All rights to receive shares of Company Common Stock under Assumed RSUs shall thereupon be converted into rights to receive restricted stock units with respect to Parent QVC Series A Stock. Accordingly, from and after the First Effective Time: (A) each Assumed RSU award may be settled solely in shares of Parent QVC Series A Stock; (B) the number of shares of Parent QVC Series A Stock subject to each Assumed RSU award shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Assumed RSU award immediately prior to the First Effective Time into either by the Conversion Ratio (as defined in Section 2.1(f)(i)), and rounding the resulting number down to the nearest whole number of shares of Parent QVC Series A Stock; and (C) any performance and employment conditions and restrictions on the receipt of any Assumed RSUs shall continue in full force and effect and the term, vesting schedule and other provisions of such Assumed RSUs shall otherwise remain unchanged as a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as result of the Effective Timeassumption of such Assumed RSUs; provided, through an adjustment theretohowever, into a Post-Distribution Agilent that: (1) each Assumed RSU Award and award shall, except as otherwise provided in this Section 4.01accordance with its terms, be subject to the same terms and conditions (including further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior Parent QVC Series A Stock subsequent to the First Effective Time. The number of Agilent Shares subject to each Post-Distribution Agilent RSU Award, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by ; (2) the Agilent Ratio. (ii) Each Agilent RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted as compensation committee of the Effective Time into a Keysight Parent Board shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Assumed RSU Award outstanding under the Keysight Equity Plan award; and shall, except as otherwise provided in this Section 4.01, (3) each Assumed RSU award shall be subject to the same terms and conditions (including administrative procedures consistent with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number of Keysight Shares subject to such Keysight RSU Award, rounded to the nearest one-thousandth (1/1,000) share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock Ratiothose in effect under Parent’s equity compensation plan.

Restricted Stock Units. Each Agilent RSU Award that is outstanding immediately prior Subject to the Effective Time Plan and the PRGX Performance-Based Restricted Stock Unit Agreement for Employees to which this Exhibit A is attached (the “Agreement”), the Performance-Based Restricted Stock Units shall be converted as become vested and payable with respect to that percentage of the Effective Time into either a PostPerformance-Distribution Agilent RSU Award or a Keysight RSU Award Based Restricted Stock Units that correlates to the Cumulative Adjusted EBITDA achieved by PRGX for the Cumulative Performance Period as described set forth in the chart below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as provided the Participant remains employed continuously with PRGX from the Grant Date through the last day of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, Cumulative Performance Period (except as otherwise provided in this Section 4.01the Agreement). Notwithstanding the foregoing, be subject to however, (i) none of the same terms Performance-Based Restricted Stock Units shall become vested and conditions (including with respect to vesting) after payable if the Effective Time as applicable to such Agilent RSU Award immediately prior to Cumulative Adjusted EBITDA achieved by PRGX for the Effective Time. The number of Agilent Shares subject to each Post-Distribution Agilent RSU AwardCumulative Performance Period does not equal or exceed the Threshold Cumulative Adjusted EBITDA set forth in the chart below, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior to the Effective Time, by (2) the Agilent Ratio. (ii) Each Agilent RSU Award held the percentage of the Performance-Based Restricted Stock Units that may become vested and payable may not in any event exceed two hundred percent (200%) of the Performance-Based Restricted Stock Units, so if the Cumulative Adjusted EBITDA achieved by a Keysight Group Employee PRGX for the Cumulative Performance Period exceeds the Maximum Cumulative Adjusted EBITDA set forth in the chart below, the percentage of the Performance-Based Restricted Stock Units that shall become vested and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, payable shall be converted as limited to two hundred percent (200%) of the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan Performance-Based Restricted Stock Units, and shall, except as otherwise provided in this Section 4.01, be subject (iii) to the same terms extent the Cumulative Adjusted EBITDA achieved by PRGX for the Cumulative Performance Period falls between the Threshold Cumulative Adjusted EBITDA and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to Target Cumulative Adjusted EBITDA or between the Effective Time. The number Target Cumulative Adjusted EBITDA and the Maximum Cumulative Adjusted EBITDA, the percentage of Keysight Shares subject to such Keysight RSU Award, rounded to the nearest onePerformance-thousandth (1/1,000) share, Based Restricted Stock Units that shall become vested and payable for the Cumulative Performance Period shall be equal to determined by straight-line interpolation between the product obtained by multiplying (1) applicable percentages set forth in the number chart below. For purposes of Agilent Shares subject to this Exhibit A, the corresponding Agilent RSU Award immediately prior to following terms shall have the Effective Time, by (2) the Keysight Stock Ratio.meanings set forth below:

Restricted Stock Units. Each Agilent RSU Award that is outstanding immediately prior (i) Prior to the Effective Time Time, RemainCo shall be converted as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employeetake all actions necessary such that, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment theretoby virtue of the Distribution, into each holder of a RemainCo RSU shall (A) continue to hold such RemainCo RSU (with the number of shares of RemainCo Common Stock to which such RemainCo RSU relates unchanged as a result of the Distribution) (a “Post-Spin RemainCo RSU”), and (B) receive a SpinCo RSU (with the number of shares of SpinCo Common Stock to which such SpinCo RSU relates, rounded down to the nearest whole number of shares, equal to the number of shares of SpinCo Common Stock the holder of such RemainCo RSU would have been entitled to receive in the Distribution Agilent had the shares subject to such RemainCo RSU Award represented outstanding shares of RemainCo Common Stock). Both the Post-Spin RemainCo RSU and shall, except as otherwise provided in this Section 4.01, the SpinCo RSU shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as the terms and conditions applicable to such Agilent RSU Award immediately prior to the Effective Time. The number of Agilent Shares subject to each Post-Distribution Agilent RSU Award, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RemainCo RSU Award immediately prior to the Effective Time, by (2except as set forth in Section 3.01(c)(ii) the Agilent Ratioand Section 3.01(c)(iii) below. (ii) Each Agilent Post-Spin RemainCo RSU Award (whether vested or unvested) held by a Keysight Group SpinCo Employee shall fully vest and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted settled in RemainCo Common Stock effective as of the Effective Time into Time; and each unvested SpinCo RSU held by a Keysight SpinCo Employee shall become fully vested and be settled in SpinCo Common Stock on the earliest to occur of (A) the date on which such SpinCo RSU Award outstanding under would have otherwise vested in accordance with the Keysight Equity Plan and shallvesting schedule applicable to the corresponding RemainCo RSU, except as otherwise provided in this Section 4.01, be subject to the same terms SpinCo Employee’s continued employment with a member of the SpinCo Group through the applicable vesting date, (B) the Equity Vesting Date, subject to the SpinCo Employee’s continued employment with a member of the SpinCo Group through the Equity Vesting Date, and conditions (including C) the date of the SpinCo Employee’s termination of employment with respect the SpinCo Group without Cause (not due to vestingthe SpinCo Employee’s death, disability or resignation for any or no reason). (iii) after the Effective Time Each SpinCo RSU (whether vested or unvested) held by a RemainCo Employee shall fully vest and be settled in SpinCo Common Stock effective as applicable to such Agilent RSU Award immediately prior to of the Effective Time. The number ; and each Post-Spin RemainCo RSU held by a RemainCo Employee shall become fully vested and be settled in RemainCo Common Stock on the earliest to occur of Keysight Shares subject to (A) the date on which such Keysight Post-Spin RemainCo RSU Award, rounded would have otherwise vested in accordance with the vesting schedule applicable to the nearest one-thousandth (1/1,000) sharecorresponding RemainCo RSU, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award immediately prior RemainCo Employee’s continued employment with a member of the RemainCo Group through the applicable vesting date, (B) the Equity Vesting Date, subject to the Effective TimeRemainCo Employee’s continued employment with a member of the RemainCo Group through the Equity Vesting Date, by and (2C) the Keysight Stock Ratiodate of the RemainCo Employee’s termination of employment with the RemainCo Group without Cause (not due to the RemainCo Employee’s death, disability or resignation for any or no reason).

Restricted Stock Units. (i) At the Effective Time, except as set forth in ‎Section 1.08(a)(ii), each time-vesting restricted stock unit award (not including any award that vests based on the achievement of a combination of time- and performance-based vesting conditions but including any award that was subject to one or more performance-based vesting conditions but is no longer subject to any performance-based vesting conditions) in respect of shares of HTLF Common Stock granted under the Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan (the “HTLF Stock Plan”) (each such restricted stock unit award, a “HTLF RSU Award”) that is outstanding immediately prior to the Effective Time, by virtue of the Merger and without any required action on the part of HTLF or any holder of such HTLF RSU Award, shall be assumed by UMB and shall be converted into a restricted stock unit award (each, an “Assumed RSU Award”) that settles (subject to achievement of the applicable time-based vesting conditions) in a number of shares of UMB Common Stock equal to the number of shares of HTLF Common Stock underlying the HTLF RSU Award immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share. Each Agilent Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding HTLF RSU Award immediately prior to the Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions, subject to any accelerated vesting on a Qualified Termination of the holder’s employment following the Mergers). (ii) At the Effective Time, each HTLF RSU Award that is outstanding immediately prior to the Effective Time shall be converted and (A) is vested as of the Effective Time into either a Post-Distribution Agilent RSU Award or a Keysight RSU Award as described below: (i) Each Agilent RSU Award held by an Agilent Group Employee and a Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Distribution Agilent RSU Award and shall, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as applicable to such Agilent RSU Award immediately prior to the Effective Time. The number Time or (B) is held by (x) a former employee, officer, director or other service provider of Agilent Shares subject to HTLF or any Subsidiary of HTLF, (y) a non-employee member of the Board of Directors of HTLF or any Subsidiary of HTLF or (z) a non-employee member of an advisory board of HTLF or any Subsidiary of HTLF, in each Post-Distribution Agilent RSU Awardcase, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent RSU Award whether or not vested immediately prior to the Effective TimeTime (each HTLF RSU Award described in the foregoing clauses (A) and (B), a “HTLF Terminating RSU Award”), by (2) virtue of the Agilent Ratio. (ii) Each Agilent Merger and without any required action on the part of HTLF or any holder of such HTLF Terminating RSU Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent EmployeeAward, shall fully vest (if unvested) and be cancelled and converted as of automatically into the Effective Time into a Keysight RSU Award outstanding under the Keysight Equity Plan and shallright to receive, except as otherwise provided in this Section 4.01, be subject to the same terms and conditions (including with respect to vesting) after each share of HTLF Common Stock underlying the Effective Time HTLF Terminating RSU Award, the Merger Consideration, as applicable to if such Agilent HTLF Terminating RSU Award had been settled in shares of HTLF Common Stock immediately prior to the Effective Time. The number of Keysight Shares subject to such Keysight RSU Award, rounded to Time (the nearest one-thousandth (1/1,000) share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent “HTLF Terminating RSU Award immediately prior to the Effective Time, by (2) the Keysight Stock RatioConsideration”).