Company Performance Units. At the Merger Effective Time, each award of Company Performance Units (each, a “CPU Award”) that is outstanding immediately prior to the Merger Effective Time shall become vested as to a value of $1.00 per each Company Performance Unit (the “Performance Unit Value”) underlying such CPU Award and be cancelled, and the holder thereof shall be entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to the product of (i) the Performance Unit Value, multiplied by (ii) the number of Company Performance Units subject to such CPU Award, less any applicable Taxes required to be withheld as provided in Section 3.01(h), which amount shall be payable in accordance with the Company’s standard payroll procedures as soon as reasonably practicable following the Merger Effective Time and in no event later than five Business Days after the Merger Effective Time; provided that, notwithstanding anything to the contrary in this Section 3.02(e), if required to comply with Section 409A of the Code, such amount shall be paid on the settlement date for such CPU Award specified under the terms of the applicable award agreement.
Company Performance Units. As of the Effective Time, each Performance Unit that is outstanding as of the date of this Agreement and immediately prior to the Effective Time shall be canceled without any action on the part of any holder of such Performance Unit in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, the Performance Unit Payment. The “Performance Unit Payment” means, with respect to any such Performance Unit, a cash payment equal to the product of (A) the number of vested Performance Units as of the Effective Time (after taking into account change in control or other vesting provisions in the Company Plans and the award agreements governing the applicable Performance Units) multiplied by (B) the Merger Consideration, less any applicable withholding Taxes.
Company Performance Units. Effective immediately prior to the Effective Time, any award of performance units granted under the Company Equity Plan (the “Company Performance Units”) that is outstanding immediately prior to the Effective Time shall automatically become earned and vested with respect to that number of shares of Company Common Stock subject to such Company Performance Unit determined in accordance with the terms of the Company Performance Unit, provided that any performance goals with respect to the Company Performance Units shall be deemed to have been met at the targeted amount for the relevant performance period (each such earned and vested Company Performance Unit, an “Earned Unit”). All shares of Company Common Stock represented thereby shall be considered outstanding for all purposes of this Agreement and subject to the right to receive the Per Common Share Consideration (less any applicable income and employment Taxes).
Company Performance Units. Immediately prior to the Effective Time, each Company Performance Unit that is outstanding and unvested immediately prior to the Effective Time shall be cancelled as of the Effective Time and converted into a vested right to receive cash in an amount equal to (i) the Cash Consideration, plus (ii) the amount in cash, without interest, rounded to the nearest cent, equal to the (A) the Average Parent Stock Price multiplied by (B) the Exchange Ratio, plus (iii) the amount of any dividend equivalents associated with such Company Performance Unit as of the Effective Time, with the number of vested Company Performance Units to be the greater of the target award or the number determined in accordance with the performance criteria provided in the applicable award agreement, subject to any withholding Taxes required by Law to be withheld in accordance with Section 2.02(g). In each case, payment with respect to any Company Performance Units shall be made within five (5) Business Days after the Closing Date.
Company Performance Units. As of the Effective Time, each equity-based unit granted prior to the date hereof (or promised to be granted pursuant to Contracts or offer letters entered into prior to the date hereof by which the Company or any of its Subsidiaries is party or bound) and that is subject to performance-based conditions (each a “Performance Unit”) and outstanding immediately prior to the Effective Time shall be canceled without any action on the part of any holder of any Performance Unit in consideration for the right at the Effective Time to receive in full satisfaction of the rights of such holder with respect thereto, as promptly as reasonably practicable following the Effective Time, the Performance Unit Payment. The “Performance Unit Payment” means, with respect to any Performance Unit, a cash payment equal to the holder’s Payout Percentage (which shall be deemed to be the greater of (a) one hundred percent (100%) and (b) if all of the Performance Goals (as defined in the relevant award agreement for such Performance Units) have been met or exceeded as of the Effective Time, the greater of (i) the Payout Percentage that such holder would have received if the Payout Percentage determination had been made at the Effective Time or (ii) the Payout Percentage determined on the Performance Measurement Date (as defined in the relevant award agreement for such Performance Units) multiplied by the Merger Consideration, without interest and less any required withholding Taxes. In no event will the Company exercise any discretion pursuant to Section 6(c) of the form award agreement for each such Performance Unit in its determination of the Payout Percentage, which shall be objectively determined in accordance with this Section 3.3(a)(ii).
Company Performance Units. At the Effective Time, each Company Performance Unit that, by its terms and after giving effect to the Transactions, is vested based on actual performance through the Effective Time shall be cancelled in exchange for the right of the holder thereof to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of Company Common Stock underlying the vested portion of the Company Performance Unit award immediately prior to the Effective Time multiplied by (y) the Merger Consideration, which amount shall be paid to the holder thereof as promptly as practicable (and in any event within three (3) Business Days) following the Effective Time. At the Effective Time, each Company Performance Unit award that, by its terms and after giving effect to the Transactions, is not vested shall be cancelled with no payment due the holder thereof.
Company Performance Units. As of the Effective Time, each equity-based unit granted prior to the date hereof (or promised to be granted pursuant to Contracts or offer letters entered into prior to the date hereof by which the Company or any of its Subsidiaries is party or bound) and that is subject to performance-
Company Performance Units. Except as provided in Section 6.1(e) of the Company Disclosure Letter, as of the Effective Time, each equity-based unit granted prior to the date hereof (or promised to be granted pursuant to Contracts or offer letters entered into prior to the date hereof by which the Company of any of its Subsidiaries is party or bound and which are described on Section 6.1(e) of the Company Disclosure Letter) and that is subject to performance-based conditions (each a “Performance Unit”) pursuant to any Company Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be canceled without any action on the part of any holder of any Performance Unit in consideration for the right at the Effective Time to receive in full satisfaction of the rights of such holder with respect thereto, as promptly as reasonably practicable following the Effective Time, the Performance Unit Payment. The “Performance Unit Payment” means, with respect to any Performance Unit, a cash payment equal to the product of (A) the number of shares of Company Common Stock subject to such Performance Unit (assuming achievement of the applicable performance-based conditions at the maximum level) and (B) the Merger Consideration, without interest and less any required withholding Taxes.
Company Performance Units. At the Effective Time, each outstanding and unsettled performance unit (the “Company Performance Units”) granted under Company’s 1994 Long-Term Incentive Plan for Executives (the “1994 LTIP”) shall vest and be converted into the right to receive a payment in cash equal to the number of shares of Company Common Stock underlying such Company Performance Unit multiplied by the Merger Consideration Cash
Company Performance Units. Prior to the Effective Time, the Company shall take all actions necessary such that, effective as of the Effective Time, each performance unit granted by the Company under the Performance Unit Agreements listed in Section 1.14 of the Disclosure Schedule which is outstanding immediately prior to the Effective Time (each, a “Performance Unit”) shall automatically terminate in accordance with Section 5 of the applicable Performance Unit Agreement, and, in consideration of such cancellation, each holder of a Performance Unit shall be paid an amount of cash equal to the “Per Unit Amount” (as defined in each such Performance Unit Agreement) multiplied by the number of Performance Units subject to such Performance Unit Agreement (whether vested or vested), reduced by any income or employment Taxes required to be withheld from such payment.
