Common use of Company PSU Awards Clause in Contracts

Company PSU Awards. Each Company PSU Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled and converted into the right to receive (i) an amount in cash (without interest) equal to the product of (A) the aggregate number of Company Shares underlying such Company PSU Award immediately prior to the Effective Time (assuming attainment of (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Closing Date and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date hereof for performance metrics for which the relevant performance period has not been completed as of the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance)) and (B) the Cash Amount, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for each Company Share underlying such Company PSU Award immediately prior to the Effective Time (assuming attainment of (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Closing Date and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date hereof for performance metrics for which the relevant performance period has not been completed as of the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance)) (collectively, the “PSU Consideration”). Section 3.7(f) of the Company Disclosure Letter sets forth for each Company PSU Award outstanding as of the date hereof, the number of Company Shares that would be subject to clause (A) of the foregoing if the Closing Date was the date hereof.

Company PSU Awards. Each (A) At the Effective Time, each Company PSU Award that is outstanding and unvested pursuant to its terms immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, the Company, the holder thereof or any other Person, be converted into a time-based vesting restricted stock unit award that will settle into a number of shares of Parent Common Stock (rounded down to the nearest whole share), determined by multiplying the target number of Shares deliverable under such Company PSU Award (assuming achievement of the underlying performance goals resulting in 100% of target (out of a potential 125% of target)) as of immediately prior to the Effective TimeTime by the Equity Award Exchange Ratio, whether vested or unvested, shall be canceled with such time-based vesting restricted stock unit award subject to substantially the same terms and converted into the right conditions as were applicable to receive (i) an amount in cash (without interest) equal to the product of (A) the aggregate number of Company Shares underlying such Company PSU Award (other than the performance-based vesting conditions), including a time-based vesting schedule covering the full performance period of such Company PSU Award. (B) At the Effective Time, each Specified Company RSU/PSU Award that is outstanding and unvested pursuant to its terms immediately prior to the Effective Time (assuming attainment of (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as shall, by virtue of the Closing Date Merger and (2) the maximum level of performance under the terms of the applicable award agreement as in effect without any action on the date hereof for performance metrics for which the relevant performance period has not been completed as part of the Closing Date (subjectParent, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, the holder thereof or any other Person, be converted into a time-based vesting restricted stock unit award that will settle into a number of shares of Parent Common Stock (rounded down to a maximum level the nearest whole share), determined by multiplying the target number of Shares deliverable under such Specified Company RSU/PSU Award (assuming achievement of the underlying performance of 200goals at 100% of the target level target) as of performance)) and (B) the Cash Amount, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for each Company Share underlying such Company PSU Award immediately prior to the Effective Time by the Equity Award Exchange Ratio, with such time-based vesting restricted stock unit award subject to substantially the same terms and conditions as were applicable to such Specified Company RSU/PSU Award (assuming attainment of (1) other than the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Closing Date and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date hereof for performance metrics for which the relevant performance period has not been completed as of the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200performance-based vesting conditions); provided that 50% of such time-based vesting restricted stock unit award shall have a vesting date of July 1, 2023 and the target level remaining 50% shall have a vesting date of performance)) (collectivelyJuly 6, the “PSU Consideration”). Section 3.7(f) of the Company Disclosure Letter sets forth for each Company PSU Award outstanding as of the date hereof, the number of Company Shares that would be subject to clause (A) of the foregoing if the Closing Date was the date hereof2024.