Common use of Company Performance-Based Restricted Stock Units Clause in Contracts

Company Performance-Based Restricted Stock Units. (i) Immediately prior to the First Merger Effective Time, with respect to each restricted stock unit award with respect to shares of Company Common Stock outstanding under any Company Stock Plan that (x) vests based on the achievement of performance goals (each, a “Company PSU Award”) and (y) pursuant to its terms as in effect as of the date hereof, provides for automatic accelerated vesting upon the consummation of the transactions contemplated by this Agreement, the restrictions and vesting conditions applicable to such Company PSU Award shall lapse and each such Company PSU Award shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted as of the First Merger Effective Time into the right to receive, with respect to each share of Company Common Stock underlying such Company PSU Award (determined assuming the achievement of maximum level of performance to the extent required by its terms as of the date of this Agreement), the Merger Consideration plus a cash amount equal to the accrued but unpaid dividend equivalent rights relating to such Company PSU Award. The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as soon as practicable following the Closing Date, but in no event later than five (5) Business Days following the Closing Date. Applicable Tax withholdings with respect to the Award Consideration first shall reduce the cash portion of the Award Consideration and then shall reduce the Parent Common Stock portion of the Award Consideration, with the value of any Tax withholdings that reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 2.07(c)(i) to be based on the Parent Stock Price. (ii) With respect to each Company PSU Award that (x) is not converted into a right to receive Award Consideration in accordance with Section 2.07(c)(i) or (y) is granted after the date hereof to the extent permitted under Section 6.01(d), at the First Merger Effective Time, such Company PSU Award shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and shall be converted into a restricted unit award corresponding to the Merger Consideration (each, an “Assumed Performance Unit Award”) that settles in (A) an amount in cash equal to the sum of an amount equal to the accrued but unpaid dividend equivalent rights relating to such Assumed Restricted Unit Award plus the product of (x) the Cash Consideration and (y) the number of shares of Company Common Stock underlying the Company PSU Award (with performance to be determined in accordance with the applicable agreement) and (B) a number of shares of Parent Common Stock equal to the product of (x) the Share Consideration and (y) the number of shares of Company Common Stock underlying the Company PSU Award. Except as provided in this Section 2.07(c)(ii), each Assumed Performance Unit Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU Award (with performance to be determined in accordance with the applicable agreement) immediately prior to the First Merger Effective Time (including any terms and conditions relating to accelerated vesting upon a termination of the holder’s employment in connection with or following the Merger).

Company Performance-Based Restricted Stock Units. (iExcept with respect to the Existing PSU Awards set forth on Section 2.3(b) Immediately of the Company Disclosure Schedule, which schedule may be updated by Buyer prior to the First Merger Closing to list additional Existing PSU Awards (the “Scheduled PSU Awards”), each Existing PSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, with respect to each restricted stock unit award with respect to shares of Company Common Stock outstanding under any Company Stock Plan that (x) vests based on the achievement of performance goals (each, a “Company PSU Award”) and (y) pursuant to its terms as in effect as of the date hereof, provides for automatic accelerated vesting upon the consummation of the transactions contemplated by this Agreement, the restrictions and vesting conditions applicable to such Company PSU Award shall lapse and each such Company PSU Award shall, by virtue of the First Merger automatically and without any action on the part of the holder thereof, be cancelled and converted as into an award of the First Merger Effective Time into the right to receive, with respect to each share restricted stock units of Company Common Stock underlying such Company PSU Award (determined assuming the achievement of maximum level of performance to the extent required by its terms as of the date of this Agreement), the Merger Consideration plus Buyer covering a cash amount equal to the accrued but unpaid dividend equivalent rights relating to such Company PSU Award. The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as soon as practicable following the Closing Date, but in no event later than five (5) Business Days following the Closing Date. Applicable Tax withholdings with respect to the Award Consideration first shall reduce the cash portion of the Award Consideration and then shall reduce the Parent Common Stock portion of the Award Consideration, with the value of any Tax withholdings that reduce the number of shares of Parent Buyer Common Stock deliverable pursuant Stock, rounded up or down to this Section 2.07(c)(ithe nearest whole share, determined by multiplying (i) the number of Company Ordinary Shares subject to be such Existing PSU Award immediately prior to the Closing, with performance deemed to have been achieved (for the sole purpose of determining the number of Company Ordinary Shares subject to such Existing PSU Award) at the greater of (A) the value of the performance units subject to such Existing PSU Award based on the Parent Stock Price. level of attainment of the applicable performance goal as of the Effective Time, as determined by the compensation committee of the Company Board of Directors in its reasonable judgment (such value with respect to an Existing PSU Award, the “Achieved PSU Number”)), and (B) the target number of Ordinary Shares subject to such Existing PSU Award, by (ii) With respect to each Company the Exchange Ratio (such restricted stock unit of Buyer, a “Converted PSU Award”). Each Converted PSU Award that shall (xi) is not converted into a right to receive Award Consideration in accordance with Section 2.07(c)(i) or (y) is granted after the date hereof be subject to the extent permitted same time-based vesting conditions that applied to the Existing PSU Award immediately prior to Closing and shall not be subject to any performance-based vesting conditions and (ii) in all other respects be subject to substantially the same terms and conditions applicable to the Existing PSU Award under Section 6.01(d)the applicable Company Stock Plan and Award Agreement governing such Existing PSU Award as in effect immediately prior to Closing; provided, at that, each such Converted PSU Award shall immediately become fully vested upon any “Qualifying Termination” of employment as defined in the First Merger Award Agreements of the holder thereof. Each Scheduled PSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, such Company PSU Award shall, by virtue of the Merger automatically and without further any action on the part of the holder thereof, be assumed by Parent cancelled and converted into the right to receive, for each restricted stock unit subject to such Scheduled PSU Award (which, for this purpose, shall be converted into a restricted unit award corresponding number equal to the Merger Consideration (each, an “Assumed Performance Unit greater of the Achieved PSU Number and the target number of Ordinary Shares subject to the Scheduled PSU Award”) that settles in (A) an amount in of cash equal to the sum of an amount equal to the accrued but unpaid dividend equivalent rights relating to such Assumed Restricted Unit Award plus the product of (x) the Cash Consideration and (y) the number of shares of Company Common Stock underlying the Company PSU Award (with performance to be determined in accordance with the applicable agreement) and (B) a number of shares of Parent Common Stock equal to the product of (x) the Share Consideration and (y) the number of shares of Company Common Stock underlying the Company PSU Award. Except as provided in this Section 2.07(c)(ii), each Assumed Performance Unit Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU Award (with performance to be determined in accordance with the applicable agreement) immediately prior to the First Merger Effective Time (including any terms and conditions relating to accelerated vesting upon a termination of the holder’s employment in connection with or following the Merger)Value.

Company Performance-Based Restricted Stock Units. (i) Immediately prior to the First Merger Effective Time, with respect to each Each award of performance-based restricted stock unit award units with respect to shares of Company Common Stock outstanding under any Company Stock Plan that (x) vests based on the achievement of performance goals (each, a “Company PSU PRSU Award”) and (yA) pursuant to its terms designated as in effect as of the date hereofa “Special 2016 Performance-Based Restricted Stock Unit” (each, provides for automatic accelerated vesting upon the consummation of the transactions contemplated by this Agreement, the restrictions and vesting conditions applicable to such Company PSU Award shall lapse and each such Company PSU Award shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted as of the First Merger Effective Time into the right to receive, with respect to each share of Company Common Stock underlying such Company PSU Award (determined assuming the achievement of maximum level of performance to the extent required by its terms as of the date of this Agreementa “2016 SPRSU Award”), the Merger Consideration plus a cash amount equal to the accrued but unpaid dividend equivalent rights relating to such Company PSU Award. The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as soon as practicable following the Closing Date, but in no event later than five (5B) Business Days following the Closing Date. Applicable Tax withholdings granted with respect to the Award Consideration first shall reduce the cash portion of the Award Consideration and then shall reduce the Parent Common Stock portion of the Award Consideration2017-2018 performance period (each, with the value of any Tax withholdings that reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 2.07(c)(i) to be based on the Parent Stock Price. (ii) With respect to each Company PSU Award that (x) is not converted into a right to receive Award Consideration in accordance with Section 2.07(c)(i“2017 PRSU Award”) or (yC) is granted after the date hereof with respect to the extent permitted under Section 6.01(d2018-2019 performance period (each, a “2018 PRSU Award”), at in each case, that is outstanding immediately prior to the First Merger Effective Time, such Company PSU Award Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and shall be converted converted, as of the Effective Time, into a time-vesting restricted unit award corresponding to the Merger Consideration (each, an “Assumed Performance Unit Award”) ); provided that settles in (A) an amount in cash equal to the sum of an amount equal to the accrued but unpaid dividend equivalent rights relating to such each Assumed Restricted Performance Unit Award plus the product of (x) the Cash Consideration and (y) the number of shares of Company Common Stock underlying the Company PSU Award (with performance to be determined in accordance with the applicable agreement) and (B) a shall cover that number of shares of Parent Common Stock equal to the product of (i) either (x) for each 2017 PRSU Award, the Share Consideration and number of shares that may be earned under such 2017 PRSU Award based on actual performance as of immediately prior to the Effective Time relative to the previously established performance metrics applicable thereto as determined by the Board of Directors of the Company (or an authorized committee thereof) prior to the Effective Time, or (y) for each 2016 SPRSU Award and each 2018 PRSU Award, the maximum number of shares of Company Common Stock underlying that may be earned under such 2016 SPRSU Award or 2018 PRSU Award as of immediately prior to the Company PSU AwardEffective Time, assuming maximum performance levels were achieved, multiplied by (ii) the Equity Award Exchange Ratio, with the result rounded to the nearest whole number of shares of Parent Common Stock. Except as provided in this Section 2.07(c)(ii2.5(c), each Assumed Performance Unit Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU 2016 SPRSU Award, 2017 PRSU Award (with performance to be determined in accordance with or 2018 PRSU Award, as the applicable agreement) case may be, immediately prior to the First Merger Effective Time (including any terms and conditions relating to accelerated vesting upon a termination protection and the payout of the holder’s employment in connection accrued and future dividend or other distribution equivalents, and other than with or following the Mergerrespect to performance metrics thereunder).

Company Performance-Based Restricted Stock Units. (i) Immediately prior to the First Merger Effective Time, with respect to each Each award of performance-based restricted stock unit award units with respect to shares of Company Common Stock outstanding under any Company Stock Plan that (x) vests based on the achievement of performance goals (each, a “Company PSU PRSU Award”) and (yA) pursuant to its terms designated as in effect as of the date hereofa “Special 2016 Performance-Based Restricted Stock Unit” (each, provides for automatic accelerated vesting upon the consummation of the transactions contemplated by this Agreement, the restrictions and vesting conditions applicable to such Company PSU Award shall lapse and each such Company PSU Award shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted as of the First Merger Effective Time into the right to receive, with respect to each share of Company Common Stock underlying such Company PSU Award (determined assuming the achievement of maximum level of performance to the extent required by its terms as of the date of this Agreementa “2016 SPRSU Award”), the Merger Consideration plus a cash amount equal to the accrued but unpaid dividend equivalent rights relating to such Company PSU Award. The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as soon as practicable following the Closing Date, but in no event later than five (5B) Business Days following the Closing Date. Applicable Tax withholdings granted with respect to the Award Consideration first shall reduce the cash portion of the Award Consideration and then shall reduce the Parent Common Stock portion of the Award Consideration2017-2018 performance period (each, with the value of any Tax withholdings that reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 2.07(c)(i) to be based on the Parent Stock Price. (ii) With respect to each Company PSU Award that (x) is not converted into a right to receive Award Consideration in accordance with Section 2.07(c)(i“2017 PRSU Award”) or (yC) is granted after the date hereof with respect to the extent permitted under Section 6.01(d2018-2019 performance period (each, a “2018 PRSU Award”), at in each case, that is outstanding immediately prior to the First Merger Effective Time, such Company PSU Award Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and shall be converted converted, as of the Effective Time, into a time-vesting restricted unit award corresponding to the Merger Consideration (each, an “Assumed Performance Unit Award”) ); provided that settles in (A) an amount in cash equal to the sum of an amount equal to the accrued but unpaid dividend equivalent rights relating to such each Assumed Restricted Performance Unit Award plus the product of (x) the Cash Consideration and (y) the number of shares of Company Common Stock underlying the Company PSU Award (with performance to be determined in accordance with the applicable agreement) and (B) a shall cover that number of shares of Parent Common Stock equal to the product of (i) either (x) for each 2017 PRSU Award, the Share Consideration and number of shares that may be earned under such 2017 PRSU Award based on actual performance as of immediately prior to the Effective Time relative to the previously established performance metrics applicable thereto as determined by the Board of Directors of the Company (or an authorized committee thereof) prior to the Effective Time, or (y) for each 2016 SPRSU Award and each 2018 PRSU Award, the maximum number of shares of Company Common Stock underlying that may be earned under such 2016 SPRSU Award or 2018 PRSU Award as of immediately prior to the Company PSU AwardEffective Time, assuming maximum performance levels were achieved, multiplied by (ii) the Equity Award Exchange Ratio, with the result rounded to the nearest whole number of shares of Parent Common Stock. Except as provided in this Section 2.07(c)(ii‎Section 2.5(c), each Assumed Performance Unit Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU 2016 SPRSU Award, 2017 PRSU Award (with performance to be determined in accordance with or 2018 PRSU Award, as the applicable agreement) case may be, immediately prior to the First Merger Effective Time (including any terms and conditions relating to accelerated vesting upon a termination protection and the payout of the holder’s employment in connection accrued and future dividend or other distribution equivalents, and other than with or following the Mergerrespect to performance metrics thereunder).