Common use of Company PSU Awards Clause in Contracts

Company PSU Awards. (i) Except as otherwise agreed to in writing between Parent, the Company and a holder of a Company PSU Award (including as contemplated by Section 2.2(b)(ii)), at the Effective Time, each outstanding Company PSU Award will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount of cash (without interest and subject to applicable Tax withholdings) equal to (A) the total number of shares of Company Common Stock subject to such Company PSU Award to the extent vested immediately prior to the Effective Time in accordance with its terms (with the vesting level determined assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)), multiplied by (B) the Per Share Merger Consideration (the “Company PSU Consideration”), which Company PSU Consideration will be payable net of applicable Taxes required to be withheld with respect to such payment. (ii) The Company acknowledges that, subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following the Effective Time, such holder shall use all of such holder’s Company PSU Consideration payable pursuant to Section 2.2(b)(i), at the election of the holder of such Company PSU Award, net of any applicable withholding Taxes (with respect to each such holder, the “Rollover Company PSU Consideration”), to subscribe for a number of Topco Common Units equal to (1) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Consideration, and such holder shall be deemed to have received the Rollover Company PSU Consideration (including, for the avoidance of doubt, any amounts subject to applicable Tax withholdings if such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from the vesting of the Company PSU Award at the Effective Time through a payment to the Company in cash on or prior to the Closing) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu of the foregoing, Parent and Topco and the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock subject to such Company PSU Award prior to the Closing, with the holder of such Company PSU Award satisfying all applicable withholding obligations arising from the vesting of the Company PSU Award (assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)) at the Effective Time through a payment to the Company in cash on or prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided in this Section 2.2(b)(ii) (the “Company PSU Rollover Agreements”).

Company PSU Awards. (i) Except as otherwise agreed to in writing between Parent, the Company and a holder of a Company PSU Award (including as contemplated by Section 2.2(b)(ii)), at At the Effective Time, each outstanding Company PSU Award will, automatically by virtue of the Merger and without any required action on the part of the holder thereofof a Company PSU Award, each Company PSU Award, whether vested or unvested (and provided, for clarity, that any such award that as of immediately prior to the Effective Time no longer is subject to performance criteria shall be cancelled subject to the treatment described in subsection (b) above for Company RSU Awards), that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and automatically be converted into a Parent restricted share unit award with respect to shares of Parent Common Stock under the right Parent Equity Plan on the same terms and conditions as applied to receive an amount the Company PSU Award as of cash (without interest and subject immediately prior to applicable Tax withholdings) equal to the Effective Time, except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the total number of shares of Company Common Stock subject to such Company PSU Award to the extent vested immediately prior to the Effective Time as determined in accordance with its terms (with the vesting level determined assuming target performance is achieved (or such higher level if required under requirements of the applicable award agreement governing the terms of such Company PSU Award)Award (provided, that the Company will consult with Parent in good faith on any determination of actual performance required to be measured by the compensation committee of the Company Board of Directors under the terms of such award agreement), multiplied by (B) the Per Share Merger Consideration Equity Award Exchange Ratio (the as converted, a “Company PSU ConsiderationConverted PSU”), which with any resulting fractional share rounded down to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 1.8(c), each Converted PSU shall be subject to the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company PSU Consideration will be payable net of applicable Taxes required to be withheld with respect to such payment. (ii) The Company acknowledges that, subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, Award immediately prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following the Effective Time, such holder shall use all of such holder’s Company PSU Consideration payable pursuant to Time except as otherwise provided in this Section 2.2(b)(i1.8(c), at the election of or for administrative changes that are not adverse to the holder of such Company Converted PSU Award, net of any applicable withholding Taxes (with respect or to each such holder, the “Rollover Company PSU Consideration”), to subscribe for a number of Topco Common Units equal to (1) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Consideration, and such holder shall be deemed to have received the Rollover Company PSU Consideration (including, for the avoidance of doubt, any amounts subject to applicable Tax withholdings if such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from the vesting of the Company PSU Award at the Effective Time through a payment to the Company in cash on or prior to the Closing) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu of the foregoing, Parent and Topco and which the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock subject to such Company PSU Award prior to the Closing, with the holder of such Company PSU Award satisfying all applicable withholding obligations arising from the vesting of the Company PSU Award (assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)) at the Effective Time through a payment to the Company in cash on or prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company consents in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided in this Section 2.2(b)(ii) (the “Company PSU Rollover Agreements”).

Company PSU Awards. Effective as of the Effective Time (i) Except except as otherwise agreed to provided in writing between ParentSection 3.2(b)(ii), the Company and a holder of a each Company PSU Award (including that is outstanding as contemplated by Section 2.2(b)(ii)), at of immediately prior to the Effective TimeTime (and any related cash dividend equivalents) shall, each outstanding Company PSU Award will, automatically by virtue of the Merger and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount of cash (without interest and subject to applicable Tax withholdings) equal to receive, within five Business Days following the Effective Time, (A) a number of newly issued shares of Parent Common Stock equal to the total product (rounded to the nearest whole number) of (I) the number of shares of Company Common Stock subject to such Company PSU Award to the extent vested as of immediately prior to the Effective Time in accordance with its terms equal to the greater of (with x) 100% of the vesting level determined assuming target number of shares of Company Common Stock subject to the Company PSU Award and (y) the number of shares of Company Common Stock subject to the portion of the Company PSU Award that would have vested as of the Effective Time based on actual achievement of the performance is achieved (or such higher level if required under the terms of goals related to such Company PSU Award as of the Effective Time (as applicable, the “Vested PSU Award)”), multiplied by (BII) the Per Share Merger Consideration (Exchange Ratio; provided, however, that Parent shall withhold the “Company PSU Consideration”), which Company PSU Consideration will be payable net number of applicable Taxes required shares of Parent Common Stock as reasonably determined by Parent to be withheld satisfy any tax withholding obligations associated with respect to such payment. (ii) The Company acknowledges that, subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following the Effective Time, such holder shall use all of such holder’s Company PSU Consideration payable pursuant to Section 2.2(b)(i), at the election of the holder settlement of such Company PSU AwardAward (with any fractional shares of Parent Common Stock treated in accordance with Section 3.3(h) of this Agreement), net and (B) payment in cash of any applicable withholding Taxes dividend equivalents related to the Vested PSU Award (with respect as determined immediately prior to each such holder, the “Rollover Company PSU Consideration”Effective Time), to subscribe for a number of Topco Common Units equal to (1) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Considerationless applicable withholdings, and such holder shall be deemed to have received the Rollover Company PSU Consideration (including, for the avoidance of doubt, any amounts subject to applicable Tax withholdings if such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from the vesting of the ii) each Company PSU Award at that is granted after the execution of this Agreement and is outstanding as of immediately prior to the Effective Time through shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a payment Parent RSU Award (rounded to the Company in cash on or prior nearest whole number of shares) equal to the Closingproduct obtained by multiplying (x) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu target number of the foregoing, Parent and Topco and the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock subject to such Company PSU Award by (y) the Exchange Ratio. Each Parent RSU Award shall have the same terms and conditions as the corresponding Company PSU Award had immediately prior to the Closing, with the holder of such Company PSU Award satisfying all applicable withholding obligations arising from the Effective Time except that vesting of the Company PSU Award (assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)) at the Effective Time through a payment award will be subject only to the Company in cash on or prior to the Closingcontinuous service, and such shares of Company Common Stock any performance-based objectives shall be treated as Rollover Shares subject cease to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided in this Section 2.2(b)(ii) (the “Company PSU Rollover Agreements”)apply.

Company PSU Awards. (i) Except as otherwise agreed to in writing between Parent, the Company and a holder of a Company PSU Award (including as contemplated by Section 2.2(b)(ii)), at At the Effective Time, each outstanding performance stock unit award, whether or not granted under the Company Stock Plans (any such unit, a “Company PSU Award willAward”), automatically and that was granted on or after January 1, 2023 to an employee of the Company or its Subsidiaries who is not a party to a change in control severance agreement with the Company or its Subsidiaries (any such agreement, a “Change in Control Agreement”) (any such Company PSU Award, a “Specified Company PSU Award”), that is outstanding as of immediately prior to the Effective Time, shall be cancelled by virtue of the Merger without any required action on the part of any holder or beneficiary thereof and shall entitle the holder thereof, be cancelled and converted into the right to receive an unvested amount of in cash (without interest and subject to applicable Tax withholdingswithholding Taxes) from the Surviving Corporation with respect thereto equal to the product of (A1) the total number of shares of Company Common Stock that would have vested pursuant to the terms of such Specified Company PSU Award, assuming that any performance based vesting conditions applicable to such Specified Company PSU Award for any performance period that has not been completed as of the Effective Time are achieved at target performance levels, and (2) the Transaction Consideration, vesting, subject to the continued service of the former holder of such Specified Company PSU Award with Parent and its Affiliates (including the Surviving Corporation), on the same time-based vesting schedule and otherwise on substantially the same terms as the corresponding Specified Company PSU Award (as provided for in the 2015 Equity Incentive Plan and the underlying award agreements, in each case as in effect as of the date of this Agreement, the terms of which shall survive the Closing with respect to such Company PSU Award Award), except for any performance-vesting conditions and as otherwise provided for in this Section 2.3(b)(i). Each portion of such cash amount that vests shall be payable on or before the later of (x) five (5) Business Days following such vesting date and (y) the Surviving Corporation’s first payroll date following such vesting date(s); provided, however, that to the extent vested immediately prior that any Specified Company PSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), such cash payment shall be paid in accordance with its the applicable award’s terms (with including any deferral elections) and at the vesting level determined assuming target performance is achieved (or such higher level if required earliest time permitted under the terms of such Company PSU Award))award that will not result in the application of a Tax or penalty under Section 409A of the Code, multiplied by (Bincluding payment in accordance with any applicable exception or permitted payment event under Section 409A of the Code and Section 1.409A-3(j) of the Per Share Merger Consideration (the “Company PSU Consideration”), which Company PSU Consideration will be payable net of applicable Taxes required to be withheld with respect to such paymentTreasury Regulations. (ii) The Company acknowledges that, subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following At the Effective Time, such holder shall use all of such holder’s each Company PSU Consideration payable pursuant to Section 2.2(b)(i), at the election of the holder of such Award that is not a Specified Company PSU Award, net of any applicable withholding Taxes Award (with respect to each such holder, the “Rollover Company PSU Consideration”), to subscribe for a number of Topco Common Units equal to (1) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Consideration, and such holder shall be deemed to have received the Rollover Company PSU Consideration (including, for the avoidance of doubt, including Company PSU Awards held by any amounts employee of the Company and its Subsidiaries who is party to a Change in Control Agreement) (any such Company PSU Award, a “Vested Company PSU Award”) that is outstanding as of immediately prior to the Effective Time, shall automatically become fully vested (if not already fully vested) and shall be cancelled by virtue of the Merger without any action on the part of any holder or beneficiary thereof and shall entitle the holder to receive, on or before the later of (A) five (5) Business Days following the Effective Time and (B) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash (without interest and subject to applicable Tax withholdings if such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising Taxes) from the vesting of the Company PSU Award at the Effective Time through a payment Surviving Corporation with respect thereto equal to the Company in cash on or prior to product of (1) the Closing) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu number of the foregoing, Parent and Topco and the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock subject that would have vested pursuant to the terms of such Vested Company PSU Award, assuming that any performance based vesting conditions applicable to such Vested Company PSU Award prior for any performance period that has not been completed as of the Effective Time are achieved at target performance levels, and (2) the Transaction Consideration; provided, however, that to the Closing, with the holder of such extent that any Vested Company PSU Award satisfying all applicable withholding obligations arising from the vesting constitutes nonqualified deferred compensation subject to Section 409A of the Company PSU Award Code, such cash payment shall be paid in accordance with the applicable award’s terms (assuming target performance is achieved (or such higher level if required including any deferral elections) and at the earliest time permitted under the terms of such Company PSU Award)award that will not result in the application of a Tax or penalty under Section 409A of the Code, including payment in accordance with any applicable exception or permitted payment event under Section 409A of the Code and Section 1.409A-3(j) at of the Effective Time through a payment to the Company in cash on or prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided in this Section 2.2(b)(ii) (the “Company PSU Rollover Agreements”)Treasury Regulations.

Company PSU Awards. Each outstanding performance share unit award (ieach such award, a “Company PSU Award” and, together with each such Company RSU Award, a “Company Compensatory Award”) Except granted pursuant to the Share Award Incentive Plan for which the performance period has not been completed as otherwise agreed of immediately prior to the Effective Time (and notwithstanding anything to the contrary in writing between Parentthe Share Award Incentive Plan, any employment agreement or other document governing any Company PSU Award, or any resolution or determination of the Company and a holder Board (or any committee thereof) in respect of a the Company PSU Award) shall, as of the Effective Time, by virtue of this Agreement and the Share Award (including as contemplated by Section 2.2(b)(ii))Incentive Plan and without any action on the part of the holders thereof, become fully vested and the holder thereof shall receive from Company, at the Effective Time, each outstanding Company PSU Award willa cash payment (net of applicable withholdings) as described in this Section 1.2(b): (i) With respect to all holders other than the Named Executive Officers, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount of such cash (without interest and subject to applicable Tax withholdings) payment shall equal to the greater of (A) (1) the total number of shares of Company Common Stock performance share units subject to such Company PSU Award to Award, adjusted for dividends (excluding any Additional Dividend) declared on the extent vested immediately prior to Company Common Shares since the Effective Time in accordance with its terms (with the vesting level determined assuming target performance is achieved (or such higher level if required under the terms of date on which such Company PSU Award))Award was granted as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Closing FMV and (B) (1) the Per Share Merger Consideration (the “Company PSU Consideration”), which Company PSU Consideration will be payable net number of applicable Taxes required to be withheld with respect to such payment. (ii) The Company acknowledges that, performance share units subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following the Effective Time, such holder shall use all of such holder’s Company PSU Consideration payable pursuant to Section 2.2(b)(i), at the election of the holder of such Company PSU Award, net of any applicable withholding Taxes (with respect to each adjusted for dividends declared on the Company Common Shares between the date on which such holder, the “Rollover Company PSU Consideration”)Award was granted and the date hereof, to subscribe for a number of Topco Common Units equal to (1as contemplated by Section 6(b) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Consideration, and such holder shall be deemed to have received the Rollover Company PSU Consideration Share Award Incentive Plan (includingbut, for the avoidance of doubt, excluding any amounts subject dividends declared on the Company Common Shares between the date hereof and the Effective Date and also excluding the Additional Dividend), multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Announcement FMV. (ii) With respect to applicable Tax withholdings if all Named Executive Officers other than Ixx X. Xxxxxx, the amount of such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from cash payment shall equal the vesting sum of (A) (1) fifty percent (50%) of the Company PSU Award at the Effective Time through a payment to the Company in cash on or prior to the Closing) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu number of the foregoing, Parent and Topco and the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock performance share units subject to such Company PSU Award prior to Award, adjusted for dividends declared on the Closing, with Company Common Shares between the holder of date on which such Company PSU Award satisfying all applicable withholding obligations arising from was granted and the vesting date hereof, as contemplated by Section 6(b) of the Share Award Incentive Plan (but, for the avoidance of doubt, excluding any dividends declared on the Company Common Shares between the date hereof and the Effective Date and excluding the Additional Dividend), multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Announcement FMV, plus (B) (1) fifty percent (50%) of the number of performance share units subject to such Company PSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company PSU Award was granted, as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Closing FMV. (iii) With respect to Ixx X. Xxxxxx, the amount of such cash payment shall equal (A) the number of performance share units subject to such Company PSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company PSU Award was granted, as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (B) a “Payout Multiplier” of 2.0, multiplied by (C) the Closing FMV. Notwithstanding anything to the contrary in the Share Award Incentive Plan, any employment agreement or other document governing any Company PSU Award, or any resolution or determination of the Company Board (or any committee thereof) in respect of the Company PSU Award Award, (assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)x) at the Effective Time through a payment to the Company in cash on or prior to the Closing, and such shares of Company Common Stock shall be treated except as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided otherwise set forth in this Section 2.2(b)(ii) (1.2(b), none of the “Company PSU Rollover Agreements”)Awards will be adjusted for any dividends declared on the Company Common Shares between the date hereof and the Effective Date and (y) none of the Company PSU Awards will be adjusted for the Additional Dividend.

Company PSU Awards. Each outstanding performance share unit award (ieach such award, a “Company PSU Award” and, together with each such Company RSU Award, a “Company Compensatory Award”) Except granted pursuant to the Share Award Incentive Plan for which the performance period has not been completed as otherwise agreed of immediately prior to the Effective Time (and notwithstanding anything to the contrary in writing between Parentthe Share Award Incentive Plan, any employment agreement or other document governing any Company PSU Award, or any resolution or determination of the Company and a holder Board (or any committee thereof) in respect of a the Company PSU Award) shall, as of the Effective Time, by virtue of this Agreement and the Share Award (including as contemplated by Section 2.2(b)(ii))Incentive Plan and without any action on the part of the holders thereof, become fully vested and the holder thereof shall receive from Company, at the Effective Time, each outstanding Company PSU Award willa cash payment (net of applicable withholdings) as described in this Section 1.2(b): (i) With respect to all holders other than the Named Executive Officers, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount of such cash (without interest and subject to applicable Tax withholdings) payment shall equal to the greater of (A) (1) the total number of shares of Company Common Stock performance share units subject to such Company PSU Award to Award, adjusted for dividends (excluding any Additional Dividend) declared on the extent vested immediately prior to Company Common Shares since the Effective Time in accordance with its terms (with the vesting level determined assuming target performance is achieved (or such higher level if required under the terms of date on which such Company PSU Award))Award was granted as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Closing FMV and (B) (1) the Per Share Merger Consideration (the “Company PSU Consideration”), which Company PSU Consideration will be payable net number of applicable Taxes required to be withheld with respect to such payment. (ii) The Company acknowledges that, performance share units subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following the Effective Time, such holder shall use all of such holder’s Company PSU Consideration payable pursuant to Section 2.2(b)(i), at the election of the holder of such Company PSU Award, net of any applicable withholding Taxes (with respect to each adjusted for dividends declared on the Company Common Shares between the date on which such holder, the “Rollover Company PSU Consideration”)Award was granted and the date hereof, to subscribe for a number of Topco Common Units equal to (1as contemplated by Section 6(b) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Consideration, and such holder shall be deemed to have received the Rollover Company PSU Consideration Share Award Incentive Plan (includingbut, for the avoidance of doubt, excluding any amounts subject dividends declared on the Company Common Shares between the date hereof and the Effective Date and also excluding the Additional Dividend), multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Announcement FMV. (ii) With respect to applicable Tax withholdings if all Named Executive Officers other than Xxx X. Xxxxxx, the amount of such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from cash payment shall equal the vesting sum of (A) (1) fifty percent (50%) of the Company PSU Award at the Effective Time through a payment to the Company in cash on or prior to the Closing) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu number of the foregoing, Parent and Topco and the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock performance share units subject to such Company PSU Award prior to Award, adjusted for dividends declared on the Closing, with Company Common Shares between the holder of date on which such Company PSU Award satisfying all applicable withholding obligations arising from was granted and the vesting date hereof, as contemplated by Section 6(b) of the Share Award Incentive Plan (but, for the avoidance of doubt, excluding any dividends declared on the Company Common Shares between the date hereof and the Effective Date and excluding the Additional Dividend), multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Announcement FMV, plus (B) (1) fifty percent (50%) of the number of performance share units subject to such Company PSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company PSU Award was granted, as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (2) a “Payout Multiplier” of 2.0, multiplied by (3) the Closing FMV. (iii) With respect to Xxx X. Xxxxxx, the amount of such cash payment shall equal (A) the number of performance share units subject to such Company PSU Award, adjusted for dividends (excluding any Additional Dividend) declared on the Company Common Shares since the date on which such Company PSU Award was granted, as contemplated by Section 6(b) of the Share Award Incentive Plan, multiplied by (B) a “Payout Multiplier” of 2.0, multiplied by (C) the Closing FMV. Notwithstanding anything to the contrary in the Share Award Incentive Plan, any employment agreement or other document governing any Company PSU Award, or any resolution or determination of the Company Board (or any committee thereof) in respect of the Company PSU Award Award, (assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)x) at the Effective Time through a payment to the Company in cash on or prior to the Closing, and such shares of Company Common Stock shall be treated except as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided otherwise set forth in this Section 2.2(b)(ii) (1.2(b), none of the “Company PSU Rollover Agreements”)Awards will be adjusted for any dividends declared on the Company Common Shares between the date hereof and the Effective Date and (y) none of the Company PSU Awards will be adjusted for the Additional Dividend.

Company PSU Awards. (i) Except Effective as otherwise agreed of immediately prior to in writing between Parent, the Company and a holder of a Company PSU Award (including as contemplated by Section 2.2(b)(ii)), at the Effective Time, each outstanding Company PSU Award will, that remains outstanding immediately prior thereto (other than the Company PSU Awards set forth on Section 3.05(c)(i) of the Company Disclosure Letter (the “Scheduled Company PSU Awards”)) shall by virtue of the Merger automatically and without any required action on the part of Parent, Merger Sub, the holder thereofCompany or the holders thereof or any other Person, be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive a Contingent Cash Award in an amount in cash (without interest) equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock underlying such Company PSU Award (with any performance-based goals deemed to be achieved at the “target” level of performance or based on the actual level of achievement of performance goals, as set forth in accordance with the terms of the applicable Company PSU Award agreement) and (ii) the Merger Consideration (the “PSU Consideration” and, together with the RSU Consideration, the “PSU/RSU Consideration”), less any applicable withholding Taxes. Such Contingent Cash Award shall vest and become payable pursuant to the same time-vesting schedule applicable to the Company PSU Award from which it was converted (including, for the avoidance of doubt, pursuant to any accelerated vesting terms), subject to the holder’s continued employment with or service to Parent and its Subsidiaries (including the Surviving Corporation) through the applicable vesting date. Parent shall cause the PSU Consideration to be paid to each holder of such Company PSU Award through the payroll system of the Surviving Corporation or the applicable Subsidiary as soon as practicable following the date on which such PSU Consideration becomes due (and in no event later than the next regularly scheduled payroll run of the Surviving Corporation or the applicable Subsidiary occurring at least five (5) Business Days following such date); provided, however, that such payment shall be made at such other time or times following the Closing Date consistent with the terms of the Company PSU Award to the extent necessary to avoid the imposition of additional income tax under Section 409A of the Code. (ii) Effective as of immediately prior to the Effective Time, each Scheduled Company PSU Award that remains outstanding immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of Parent, Merger Sub, the Company or the holders thereof or any other Person, be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount of in cash (without interest and subject to applicable Tax withholdingsinterest) equal to the PSU Consideration, less any applicable withholding Taxes. Parent shall cause the PSU Consideration to be paid to each holder of such Scheduled Company PSU Award through the payroll system of the Surviving Corporation or the applicable Subsidiary as soon as practicable following the Closing Date (Aand in no event later than the next regularly scheduled payroll run of the Surviving Corporation or the applicable Subsidiary occurring at least five (5) Business Days following the total number Closing Date); provided, however, that such payment shall be made at such other time or times following the Closing Date consistent with the terms of shares of Company Common Stock subject to such the Scheduled Company PSU Award to the extent vested immediately prior necessary to avoid the Effective Time in accordance with its terms (with the vesting level determined assuming target performance is achieved (or such higher level if required imposition of additional income tax under the terms of such Company PSU Award)), multiplied by (B) the Per Share Merger Consideration (the “Company PSU Consideration”), which Company PSU Consideration will be payable net of applicable Taxes required to be withheld with respect to such payment. (ii) The Company acknowledges that, subject to Parent’s and Topco’s compliance with Section 5.24, Parent and Topco may seek, prior to the Closing, to agree with a holder of a Company PSU Award that, immediately following the Effective Time, such holder shall use all of such holder’s Company PSU Consideration payable pursuant to Section 2.2(b)(i), at the election 409A of the holder of such Company PSU Award, net of any applicable withholding Taxes (with respect to each such holder, the “Rollover Company PSU Consideration”), to subscribe for a number of Topco Common Units equal to (1) such holder’s Rollover Company PSU Consideration, divided by (2) the Per Share Merger Consideration; provided that, solely for purposes of administrative convenience, such Topco Common Units shall be provided to such holder in lieu of the Rollover Company PSU Consideration in full satisfaction of all rights to receive such Rollover Company PSU Consideration, and such holder shall be deemed to have received the Rollover Company PSU Consideration (including, for the avoidance of doubt, any amounts subject to applicable Tax withholdings if such holder does not otherwise elect to satisfy all applicable Tax withholding obligations arising from the vesting of the Company PSU Award at the Effective Time through a payment to the Company in cash on or prior to the Closing) and thereafter immediately contributed the Rollover Company PSU Consideration to Topco in exchange for such Topco Common Units. In lieu of the foregoing, Parent and Topco and the holder of a Company PSU Award may agree that such holder’s Company PSU Award may be settled in exchange for shares of Company Common Stock subject to such Company PSU Award prior to the Closing, with the holder of such Company PSU Award satisfying all applicable withholding obligations arising from the vesting of the Company PSU Award (assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)) at the Effective Time through a payment to the Company in cash on or prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Additional Rollover Agreement among Parent, Topco and such holder. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) Business Days prior to the Closing, the individuals with whom it intends to seek agreement with respect to a Rollover Company PSU Consideration, the Company shall use commercially reasonable efforts from and after such identification to permit Topco and Parent to contact such persons directly, and reasonably facilitate discussions between such persons and Parent and Topco with respect to the subscription for Topco Common Units as provided in this Section 2.2(b)(ii) (the “Company PSU Rollover Agreements”)Code.