Company Performance Share Awards. At the Effective Time, each performance share award in respect of Company Shares with any performance-based vesting requirements (a “Company PSA”) that is outstanding as of immediately prior to the Effective Time, shall automatically and without any action on the part of the holder thereof, be converted into a performance share award denominated in Parent Shares (i) relating to the number of Parent Shares (rounded down to the nearest whole number) equal to (A) the number of Company Shares that would have been issued under such Company PSA at the achievement of target performance, multiplied by (B) the Exchange Ratio, and (ii) with performance goals adjusted by the Management Development and Compensation Committee of the board of directors of the Company, as mutually determined by Parent and the Company, to take into account the transactions contemplated by this Agreement, which shall include the same opportunity to earn the maximum percentage of performance shares as under the Company PSA award agreement immediately prior to the Effective Time. Except as specifically provided above, following the Effective Time, each such performance share award shall continue to be governed by the same terms and conditions (including vesting terms and double-trigger termination protection) as were applicable to such Company PSA immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Company Performance Share Awards. At the Effective Time, each performance share award in respect of Company Shares with any performance-based vesting requirements (each, a “Company PSA”) that is outstanding as of immediately prior to the Effective Time, shall shall, automatically and without any action on the part of the holder thereof, be converted into cease to represent a performance share award denominated in Company Shares and be converted into a time-based restricted stock unit denominated in Parent Shares (i) relating to the number of Parent Shares (rounded down to the nearest whole number) equal to (Ai) the number of Company Shares that would have been issued under such Company PSA at assuming the greater of (A) the achievement of target performanceperformance or (B) the achievement of actual performance measured as of the Effective Time, as reasonably determined in good faith by the compensation committee of the Company board of directors in accordance with the applicable award agreement and in consultation with the Chief Executive Officer of Parent, multiplied by (Bii) the Exchange Ratio, and (ii) with performance goals adjusted by the Management Development and Compensation Committee of the board of directors of the Company, as mutually determined by Parent and the Company, to take into account the transactions contemplated by this Agreement, which shall include the same opportunity to earn the maximum percentage of performance shares as under the Company PSA award agreement immediately prior to the Effective Time. Except as specifically provided above, following the Effective Time, each such performance share award restricted stock unit shall continue to be governed by the same terms and conditions (including time-based vesting terms and double-trigger termination protectionterms) as were applicable to such Company PSA immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp)
