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

Company Performance-Based Restricted Stock Units. At the Effective Time, each restricted stock unit award with respect to shares of Company Common Stock that is outstanding under any Company Stock Plan as of immediately prior to the Effective Time that is eligible to vest based on the achievement of performance goals (each, a “Company PSU Award”) shall by virtue of the Merger and without any action on the part of the Company, Parent or the holder thereof, be converted as of the Effective Time into a Parent restricted stock unit award representing the right to receive shares of Parent Common Stock with respect to each share of Company Common Stock underlying such Company PSU Award (with the number of shares of Company Common Stock earned to be determined based on the greater of (i) the actual level of achievement of the applicable performance goals as determined by the Compensation Committee prior to the Effective Time using the information available as of the latest practicable date prior to the Effective Time and (ii) the target level) (each, an “Assumed PSU Award”), except that the number of shares of Parent Common Stock subject to such Assumed PSU Award shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company PSU Award (as determined in accordance with this Section 2.05(c)) immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded to the nearest whole share. Except as provided in this ‎Section 2.05(c), each Assumed PSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU Award (pursuant to the terms thereof following the conversion of such Company PSU Award into a restricted stock unit award) immediately prior to the Effective Time.

Company Performance-Based Restricted Stock Units. At the Merger Effective Time, each restricted stock unit award with respect to shares of Company Common Stock that is outstanding under any Company Stock Plan as of immediately prior to the Effective Time that is eligible to vest vests based on the achievement of performance goals (each, a “Company PSU Award”) shall shall, by virtue of the Merger and without any further action on the part of the Company, Parent or the holder thereof, be assumed by Parent and shall be converted as of the Effective Time into (i) a Parent restricted stock unit award representing the right to receive (each, an “Assumed Performance Unit Award”) that settles in a number of shares of Parent Common Stock with respect equal to each share the product of Company Common Stock underlying such Company PSU Award (with the number of shares of Company Common Stock earned underlying the Company PSU Award (with such number of shares determined by deeming the applicable performance goals to be determined based on achieved at the greater of (iA) the target level and (B) the actual level of achievement through the end of the applicable performance goals calendar quarter immediately preceding the quarter in which the Merger Effective Time occurs as determined by the Management Compensation and Development Committee of the Board of Directors of the Company prior to the Merger Effective Time using Time) multiplied by the information available as of the latest practicable date prior Equity Award Exchange Ratio, rounded up to the Effective Time nearest whole number of shares, and (ii) the target level) (eachright to receive, an “immediately upon, and subject to, the vesting of the Assumed PSU Performance Unit Award”), except that the number of shares of Parent Common Stock subject to such Unvested Equity Award CVR Consideration. Each Assumed PSU Award shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company PSU Award (as determined in accordance with this Section 2.05(c)) immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded to the nearest whole share. Except as provided in this ‎Section 2.05(c), each Assumed PSU 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 (pursuant to the terms thereof following the conversion of such Company PSU Award into a restricted stock unit awardother than performance-based vesting conditions) immediately prior to the Merger Effective TimeTime (including any terms and conditions relating to accelerated vesting upon a termination of the holder’s employment in connection with or following the Merger).