obtained by dividing (x) the Offer Consideration by (y) the average closing price of the common stock of Intel on the NASDAQ for the five consecutive trading days ending on the trading day immediately preceding the date of the Offer Closing (such quotient, the "Equity Award Adjustment Ratio"). The terms and conditions applicable to certain of these Mobileye RSUs will be modified us agreed to by the parties on the date of the Purchase Agreement. At the Offer Closing, each Mobileye Option that is outstanding as of immediately prior to the Offer Closing and either (a) held by a person other than a Continuing Employee, whether vested or unvested. (b) held by a person identified by the parties on the date of the Purchase Agreement. whether vested or unvested. (c) vested in accordance with the terms of the applicable Mobileye equity compensation plan and award agreement evidencing such Mobileye Option as of immediately prior to the Offer Closing. (d) that, in the absence of the Offer and the other transactions contemplated by the Purchase Agreement. would become vested within two years following the Offer Closing and are held by a Continuing Employee whose employment or service with Mobileye commenced prior to the date of the Purchase Agreement, or (e) is subject to accelerated vesting solely as a result of the completion of the Offer and the other transactions contemplated by the Purchase Agreement in accordance with the terms thereof (of which there are none), will, without any action on the part of Intel, Purchaser, Mobileye, the holder thereof, or any other person. be accelerated (if required) and converted into and will become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Mobileye Option multiplied by (y) the number of Shares subject to such Mobileye Option. Each Mobileye Option described in the prior sentence is