Common use of 2019 Company Performance Unit Awards Clause in Contracts

2019 Company Performance Unit Awards. At the Effective Time, each unit underlying a Company Performance Unit Award that was granted in 2019, to the extent it remains outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be assumed and converted automatically into a time-vesting restricted cash unit award (each, an “Adjusted Performance Unit Award”) that, subject to later vesting thereof, will be settled for an amount of cash, without interest, equal to $1.00. Each Adjusted Performance Unit Award shall otherwise be subject to the same terms and conditions applicable to the corresponding; provided, that, each such Adjusted Performance Unit Award shall immediately become fully vested upon any termination of the holder’s employment that occurs before the first anniversary of the Effective Date and is without Cause, for Good Reason, or due to death or Disability (each of Cause, Good Reason and Disability as defined in Section 2.8(b) of the Company Disclosure Letter). As amounts become payable to the holder of an Adjusted Performance Unit Award pursuant to this Section 6.9(e)(ii), Parent shall, or shall cause the Surviving Corporation or its Subsidiaries to, pay the amount due through its applicable payroll system or payroll provider, less applicable withholding Taxes.

2019 Company Performance Unit Awards. At the Effective Time, each unit underlying a Company Performance Unit Award that was granted in 2019, to the extent it remains outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be assumed and converted automatically into a time-vesting restricted cash unit award (each, an “Adjusted Performance Unit Award”) that, subject to later vesting thereof, will be settled for an amount of cash, without interest, equal to $1.00. Each Adjusted Performance Unit Award shall otherwise be subject to the same terms and conditions applicable to the corresponding; provided, that, each such Adjusted Performance Unit Award shall immediately become fully vested upon any termination of the holder’s employment that occurs before the first anniversary of the Effective Closing Date and is without Cause, for Good Reason, or due to death or Disability (each of Cause, Good Reason and Disability as defined in Section 2.8(b) of the Company Disclosure Letter). As amounts become payable to the holder of an Adjusted Performance Unit Award pursuant to this Section 6.9(e)(ii), Parent shall, or shall cause the Surviving Corporation or its Subsidiaries to, pay the amount due through its applicable payroll system or payroll provider, less applicable withholding Taxes.