definiens: ) granted by the Company under any Company Stock Plan, including each denominated in RSUs ( but excluding any DSU ( as defined in Section1.9(c ) ), which is outstanding immediately prior to the Effective Time shallbecome fully vested ( except that with respect to any RSU, which by the terms ofthe award agreement pursuant to which it was granted provides for a lesserpercentage of such RSUs to become vested upon the consummation of the Merger, shall only become vested as to such lesser percentage ), and then shall becanceled at the Effective Time, and the holder of such vested RSU shall, subjectto Section 1.9(f ), be entitled to receive an amount in cash equal to the PerShare Amount in respect of each share of Company Common Stock into which thevested portion of the RSU would otherwise be convertible ( the ), which shall be paid in a lump sum as soon as practicable afterthe Effective Time but in no event later than ten ( 10 ) Business Days followingthe Effective Time . Notwithstanding the foregoing, any RSU that constitutes, either in whole or in part, a deferral of compensation subject to Section 409Aof the Code ( the ), shall be treated in the appropriatemanner provided in ( i ) or ( ii ) below, as applicable : ( i ) Each 409A Deferred RSU that first becomes vested as a result of the transactions contemplated under this Agreement ( the ) shall, as of the Effective Time, become a vested right to receive, in respect of each share of Company Common Stock into which the 409A RSUs would otherwise be convertible, the Common Stock Merger Consideration ( the ) ; provided, however, that all such 409A RSU Consideration shall be deposited in a grantor trust that satisfies the requirements of Revenue Procedure 92 - 64 ( the ) and that will serve as the funding source for the Surviving Corporation to satisfy its obligations to pay each former holder of a 409A Deferred RSU the amount of 409A RSU Consideration due to such holder at such time(s ) and in such manner as may be provided under the terms of the applicable Company Stock Plan, award agreement, deferral election form and/or any other payment election form, applicable to such holder 's respective 409A RSU ( collectively, the ) . Additionally, during the period that any such 409A RSU Consideration remains in such Grantor Trust, ( x ) the portion of the 409A RSU Consideration that is comprised of the Cash Consideration shall accrue interest at the ( as such term is defined under the [COMPANY] 2005 ( 409A ) Deferred Compensation Plan ( effective January 1, 2005 ) ( the ) and ( y ) the portion of the 409A RSU Consideration that is comprised of the Stock Consideration shall accrue, in additional shares of Parent Common Stock ( with any cash dividends being reinvested into shares of Parent Common Stock )