Common use of Company PSUs Clause in Contracts

Company PSUs. At least five Business Days prior to the Effective Time, the Compensation Committee of the Company Board shall (i) cause any then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs for such performance period; provided, that with respect to any holder of Company PSUs listed on Schedule 2.8(c) of the Company Disclosure Letter, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such Company PSU, such Company PSU shall, at the Effective Time, whether vested or unvested, automatically, and without any further action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any such Company PSUs, such Company PSUs shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) and will be cancelled and converted into the right to receive (A) a number of shares of Parent Common Stock, equal to the sum of (x) the product of (I) the Exchange Ratio, multiplied by (II) the number of shares of Company Common Stock subject to vesting under the Company PSU based on the achievement of performance conditions determined immediately prior to the Effective Time pursuant to this Section 2.8(c), plus (y) the quotient of (I) the product of (aa) the number of shares of Company Common Stock described in clause (A)(x)(II) above, multiplied by (bb) the Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined in accordance with the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement of such Company PSU as described in clause (A); provided that in lieu of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a Company PSU pursuant to this Section 2.8(c), such holder shall be entitled to the applicable the Fractional Share Consideration (such consideration collectively, the “PSU Consideration”). Notwithstanding the foregoing, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions of this Section 2.8(c) shall be of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if as of the date that is five (5) days prior to the Effective Time, the Compensation Committee of the Company Board has not yet made a final determination of the level of achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee of the Company Board shall make such determination with the approval of Parent (which shall not be unreasonably withheld).

Company PSUs. At least five Business Days prior to Neither the Surviving Corporation nor Parent shall assume any Company PSU or substitute for any Company PSU any similar award for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of the Effective Time, the Compensation Committee of the Company Board shall (i) cause any then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs for such performance period; provided, that with respect to any holder of Company PSUs listed on Schedule 2.8(c) of the Company Disclosure Letter, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such Company PSU, such Company PSU shall, at the Effective Time, whether vested or unvested, automatically, Time and without any further action on the part of Parent, Merger Sub, the Company or the any holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any such Company PSUs, such each Company PSUs PSU that is then outstanding shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) and will automatically be cancelled canceled and converted into the right to receive (Ai) a number from the Surviving Corporation an amount of shares of Parent Common Stock, cash equal to the sum of (x) the product of (IA) the Exchange Ratio, multiplied by (II) the total number of shares of Company Common Stock subject then underlying such Company PSUs pursuant to vesting under the applicable Company PSU based on grant terms, with, for the achievement avoidance of doubt, all performance conditions determined immediately prior metrics deemed achieved at 100%, multiplied by (B) the Closing Cash Consideration, without any interest thereon (the “Company PSU Cash Consideration”) and (ii) CVRs in an amount equal to the Effective Time pursuant to this Section 2.8(c), plus (y) the quotient of (I) the product of (aa) the total number of shares of Company Common Stock described then underlying such Company PSUs pursuant to the applicable Company PSU grant terms, with, for the avoidance of doubt, all performance metrics deemed achieved at 100%, and each holder of any such Company PSU shall cease to have any rights with respect thereto, except the right to receive consideration in clause (A)(x)(II) above, multiplied by (bb) accordance with this Section 1.5(c). The Surviving Corporation shall pay the Company PSU Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined in accordance with the applicable Company Stock Plan) equal without interest thereon and subject to all deduction for any required withholding Taxes due upon settlement as contemplated in Section 1.7, at the Effective Time or at the Surviving Corporation’s next ordinary course payroll date (that is at least 5 Business Days following the Effective Time) and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 is made and will be made at the same time such applicable Milestone Payment is made to other holders of such Company PSU as described in clause (A)CVRs; provided that in lieu of delivering any fractional shares of Parent Common Stock otherwise due notwithstanding anything to the holder contrary contained herein, payment in respect of a Company PSU pursuant to this Section 2.8(c), such holder the CVR shall only be entitled to the applicable the Fractional Share Consideration (such consideration collectively, the “PSU Consideration”). Notwithstanding the foregoing, made to the extent that such payment is made not later than five years after the Effective Time occurs on or after January 1Closing Date, 2021, and no amount in respect of the foregoing provisions of this Section 2.8(c) CVR shall be paid to any holder of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if as of the date that is such five (5) days prior to the Effective Time, the Compensation Committee of the Company Board has not yet made a final determination of the level of achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee of the Company Board shall make such determination with the approval of Parent (which shall not be unreasonably withheld)year period.

Company PSUs. At least five Business Days Immediately prior to the Effective TimeDate, the Compensation Committee of the Company Board shall (iA) cause any each then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs outstanding award for such performance period; provided, that restricted stock units with respect to Company Shares that vests based on both performance and the passage of time (each, a “Company PSU”) granted under any holder of Company PSUs listed on Schedule 2.8(c) Share Plan prior to calendar year 2021, whether or not vested, that vests and is paid out (except as required under Section 409A of the Company Disclosure LetterCode) immediately prior to the Effective Date in accordance with its terms as in effect on the date of this Agreement (each, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such a “Cash-Out Company PSU, such Company PSU ”) shall, at the Effective Time, whether vested or unvested, automatically, automatically and without any further action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any such Company PSUs, such Company PSUs shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) and will be cancelled and converted into the right to receive receive, and the Company shall pay to each former holder of any such award of Cash-Out Company PSUs an amount in cash equal to the product of (Ai) the Consideration and (ii) the number of Company Shares subject to such Cash-Out Company PSU award (with such number of Company Shares based on the greater of the target level achievement and the actual level of achievement of any performance goals as determined by the Board immediately prior to the Effective Date based on pro-rated performance goals to account for any shortened performance period), payable (without any crediting of interest for the period from the Effective Date through the date of payment) as soon as reasonably practicable (but no later than the first payroll date) after the Effective Date (or at such later date as required under Section 409A of the Code) and (B) each then-outstanding Company PSU granted under any Company Share Plan, whether or not vested, that is not a Cash-Out Company PSU, including, for the avoidance of doubt, each then-outstanding Company PSU that was granted in calendar year 2021 (the “2021 Company PSU”) (each, a “Rollover Company PSU”) shall, automatically and without any action on the part of the holder thereof, be assumed by BidCo and converted into, on substantially the same terms and conditions as were applicable under such Rollover Company PSU award (but excluding any performance conditions), an award for restricted stock units with respect to a number of shares of Parent BidCo Common Stock, Stock (rounded up to the nearest whole number of shares) equal to the sum of (x) the product of (I) the Exchange Ratio, multiplied by (IIi) the number of shares Company Shares subject to such Rollover Company PSU award (with such number of Company Common Stock subject to vesting under the Company PSU Shares based on the greater of the target level achievement and the actual level of achievement of any performance conditions goals as determined by the Board immediately prior to the Effective Time pursuant Date based on pro-rated performance goals to this Section 2.8(c), plus account for any shortened performance period) and (yii) the quotient of Equity Award Exchange Ratio (I) each, a “BidCo PSU”). From and after the product of (aa) Effective Date, each such BidCo PSU award shall be eligible to continue to vest on each date that the number of shares of applicable Rollover Company Common Stock described in clause (A)(x)(II) above, multiplied by (bb) the Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined PSU award would have otherwise time-vested in accordance with its terms but only if such conditions to vesting are satisfied prior to each such vesting date (excluding any performance conditions); provided, that if the employment or service of the grantee of such BidCo PSU award is terminated prior to each such vesting date either (i) by BidCo or one of its Affiliates without Cause or as a result of death or Disability (each as defined in the award agreement pursuant to which the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement of such Rollover Company PSU as described in clause (A); provided that in lieu award was granted, which definitions, for purposes of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a 2021 Company PSU pursuant to this awards, shall be the same as the definitions in the Company PSU award agreements evidencing the grants made in calendar year 2020) or (ii) by the grantee for Good Reason (as defined in Section 2.8(c9.5, if applicable), such holder shall be entitled to the applicable the Fractional Share Consideration (such consideration collectivelythen, in each case, the “BidCo PSU Consideration”). Notwithstanding the foregoing, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions of this Section 2.8(c) award shall be of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if fully vest as of the date that is five (5) days prior to the Effective Time, the Compensation Committee of the Company Board has not yet made a final determination such termination of the level of achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee of the Company Board shall make such determination employment or service and be settled in accordance with the approval of Parent (which shall not be unreasonably withheld)its terms.

Company PSUs. At least five Business Days Effective as of immediately prior to the Effective Time, the Compensation Committee of the Company Board shall (i) cause any all then-current performance period applicable to any outstanding Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs for such performance period; provided, that with respect to any holder of Company PSUs listed on Schedule 2.8(c) of the Company Disclosure Letter, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such Company PSU, such Company PSU shall, at the Effective Time, whether vested or unvested), automaticallyother than CIC Year PSUs, shall become fully vested and without any further action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any each such Company PSUs, such Company PSUs PSU shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) and will be cancelled canceled and converted into the right to receive (A) a number from the Surviving Corporation an amount of shares of Parent Common Stockcash, without interest and subject to any applicable Tax withholding in accordance with Section 2.11, equal to the sum product of (x) the product total number of (I) the Exchange Ratio, shares of Company Stock then underlying such Company PSU multiplied by (IIy) the Merger Consideration, without any interest thereon and subject to all applicable withholding; provided, that, for purposes of determining the number of shares of Company Common Stock subject to vesting under the underlying each Company PSU based on the achievement of performance conditions determined outstanding immediately prior to the Effective Time pursuant Time: (1) for any portion of any Company PSU with respect to this Section 2.8(c)which the performance period has been completed as of the Closing, plus (y) the quotient of (I) the product of (aa) the number of shares of Company Common Stock described in clause underlying such portion shall be determined based on the actual level of performance achieved for the applicable performance period as determined by the HRC prior to the Closing; (A)(x)(II2) abovefor any portion of any Company PSU with respect to which the performance period has commenced but is not completed as of the Closing, multiplied by (bb) the Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined in accordance with the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement of underlying such Company PSU as described in clause (A); provided that in lieu of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a Company PSU pursuant to this Section 2.8(c), such holder portion shall be entitled to the applicable the Fractional Share Consideration (such consideration collectively, the “PSU Consideration”). Notwithstanding the foregoing, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions of this Section 2.8(c) shall be of no force or effect and the portion of the Company PSUs that became vested determined based on the achievement actual level of performance conditions during achieved as of the Closing Date (taking into account the Merger Consideration) as determined by the HRC prior to the Closing; and (3) for any portion of any Company PSU with respect to which the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if has not yet commenced as of the date that is five (5) days prior to the Effective TimeClosing Date, the Compensation Committee number of the shares of Company Board has not yet made a final determination of the level of Stock underlying such portion shall be determined assuming achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee target level of the Company Board shall make such determination with the approval of Parent (which shall not be unreasonably withheld)performance.

Company PSUs. At least the Effective Time, each outstanding performance stock unit or Company RSU subject to performance vesting conditions (in each case, a “Company PSU”) under the Stock Plans, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into only the right to receive (without interest), an amount in cash, equal to (x) the number of Shares subject to such Company PSU immediately prior to the Effective Time, multiplied by (y) the Per Share Merger Consideration. The number of Company PSUs in the preceding clause (x) will be determined based on, (A) in the case of Company PSUs granted during 2015, target performance, subject to proration for the portion of the performance period elapsed through the Effective Time; (B) in the case of Company PSUs granted during 2016, but prior to the date of this Agreement, the greater of target and actual performance as of the Effective Time; and (C) in the case of any Company PSUs granted on or after the date of this Agreement, actual performance as of the date performance is measured as prescribed by the applicable award agreement. Any determination of actual performance in respect of Company PSUs granted during 2016 shall be made by the compensation committee of the Company Board (the “Company Compensation Committee”), based on actual performance as of the Effective Time, determined through a date no earlier than five Business Days prior to the Effective Time, . Amounts payable in respect of each former Company PSU shall vest and be payable (1) in the Compensation Committee of the Company Board shall (i) cause any then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs for such performance period; provided, that with respect to any holder case of Company PSUs listed on Schedule 2.8(c) of the Company Disclosure Letter, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such Company PSU, such Company PSU shallgranted during 2015, at the Effective Time, whether vested and (2) in the case of all other Company PSUs, at the time or unvestedtimes provided by and subject to the terms applicable to such Company PSU; provided that, automaticallywith respect to any Company PSU in respect of which payment is to be made at the Effective Time, such amount shall be payable in a lump sum as soon as reasonably practicable after the Effective Time (and in no event later than 30 Business Days following the Effective Time); provided further, that any other Company PSU for which neither this Agreement nor the applicable award agreement requires automatic vesting upon the occurrence of the Effective Time shall remain subject to the same vesting schedule and other relevant terms (including, without limitation, any further action on terms that provide for pro-rated vesting in connection with termination of employment) as in effect immediately before the part Effective Time and the holder of such Company PSU must remain in service to Parent, Merger Sub, the Company or any of their Affiliates through the holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To applicable vesting date (which includes the extent such determined achievement is at least threshold performance for any vesting dates designated in the award agreement pertaining to such Company PSUsPSU, as well as the date or dates to which vesting may be accelerated in connection with the occurrence of certain events, including without limitation, termination of employment, pursuant to such Company PSUs shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)award agreement) and will be cancelled and converted into the right to receive (A) a number of shares of Parent Common Stock, equal to the sum of (x) the product of (I) the Exchange Ratio, multiplied by (II) the number of shares of Company Common Stock subject to vesting under the Company PSU based on the achievement of performance conditions determined immediately prior to the Effective Time pursuant to this Section 2.8(c), plus (y) the quotient of (I) the product of (aa) the number of shares of Company Common Stock described payment in clause (A)(x)(II) above, multiplied by (bb) the Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined in accordance with the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement of such Company PSU as described in clause (A); provided that in lieu of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a Company PSU pursuant to this Section 2.8(c), such holder shall be entitled to the applicable the Fractional Share Consideration (such consideration collectively, the “PSU Consideration”). Notwithstanding the foregoing, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions of this Section 2.8(c) shall be of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if as of the date that is five (5) days prior to the Effective Time, the Compensation Committee of the Company Board has not yet made a final determination of the level of achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee of the Company Board shall make such determination with the approval of Parent (which shall not be unreasonably withheld)respect thereof.

Company PSUs. At least five Business Days Immediately prior to the Effective TimeDate, the Compensation Committee of the Company Board shall (iA) cause any each then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs outstanding award for such performance period; provided, that restricted stock units with respect to Company Shares that vests based on both performance and the passage of time (each, a "Company PSU") granted under any holder of Company PSUs listed on Schedule 2.8(c) Share Plan prior to calendar year 2021, whether or not vested, that vests and is paid out (except as required under Section 409A of the Company Disclosure LetterCode) immediately prior to the Effective Date in accordance with its terms as in effect on the date of this Agreement (each, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such a "Cash-Out Company PSU, such Company PSU ") shall, at the Effective Time, whether vested or unvested, automatically, automatically and without any further action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any such Company PSUs, such Company PSUs shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) and will be cancelled and converted into the right to receive receive, and the Company shall pay to each former holder of any such award of Cash-Out Company PSUs an amount in cash equal to the product of (Ai) the Consideration and (ii) the number of Company Shares subject to such Cash-Out Company PSU award (with such number of Company Shares based on the greater of the target level achievement and the actual level of achievement of any performance goals as determined by the Board immediately prior to the Effective Date based on pro-rated performance goals to account for any shortened performance period), payable (without any crediting of interest for the period from the Effective Date through the date of payment) as soon as reasonably practicable (but no later than the first payroll date) after the Effective Date (or at such later date as required under Section 409A of the Code) and (B) each then-outstanding Company PSU granted under any Company Share Plan, whether or not vested, that is not a Cash-Out Company PSU, including, for the avoidance of doubt, each then-outstanding Company PSU that was granted in calendar year 2021 (the "2021 Company PSU") (each, a "Rollover Company PSU") shall, automatically and without any action on the part of the holder thereof, be assumed by BidCo and converted into, on substantially the same terms and conditions as were applicable under such Rollover Company PSU award (but excluding any performance conditions), an award for restricted stock units with respect to a number of shares of Parent BidCo Common Stock, Stock (rounded up to the nearest whole number of shares) equal to the sum of (x) the product of (I) the Exchange Ratio, multiplied by (IIi) the number of shares Company Shares subject to such Rollover Company PSU award (with such number of Company Common Stock subject to vesting under the Company PSU Shares based on the greater of the target level achievement and the actual level of achievement of any performance conditions goals as determined by the Board immediately prior to the Effective Time pursuant Date based on pro-rated performance goals to this Section 2.8(c), plus account for any shortened performance period) and (yii) the quotient of Equity Award Exchange Ratio (I) each, a "BidCo PSU"). From and after the product of (aa) Effective Date, each such BidCo PSU award shall be eligible to continue to vest on each date that the number of shares of applicable Rollover Company Common Stock described in clause (A)(x)(II) above, multiplied by (bb) the Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined PSU award would have otherwise time-vested in accordance with its terms but only if such conditions to vesting are satisfied prior to each such vesting date (excluding any performance conditions); provided, that if the employment or service of the grantee of such BidCo PSU award is terminated prior to each such vesting date either (i) by BidCo or one of its Affiliates without Cause or as a result of death or Disability (each as defined in the award agreement pursuant to which the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement of such Rollover Company PSU as described in clause (A); provided that in lieu award was granted, which definitions, for purposes of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a 2021 Company PSU pursuant to this awards, shall be the same as the definitions in the Company PSU award agreements evidencing the grants made in calendar year 2020) or (ii) by the grantee for Good Reason (as defined in Section 2.8(c9.5, if applicable), such holder shall be entitled to the applicable the Fractional Share Consideration (such consideration collectivelythen, in each case, the “BidCo PSU Consideration”). Notwithstanding the foregoing, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions of this Section 2.8(c) award shall be of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if fully vest as of the date that is five (5) days prior to the Effective Time, the Compensation Committee of the Company Board has not yet made a final determination such termination of the level of achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee of the Company Board shall make such determination employment or service and be settled in accordance with the approval of Parent (which shall not be unreasonably withheld)its terms.

Company PSUs. At least five Business Days prior to the Effective Time, the Compensation Committee of the Company Board shall (i) cause any then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs for such performance period; provided, that with respect to any holder of Company PSUs listed on Schedule 2.8(c) of the Company Disclosure Letter, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such Company PSU, such Each Company PSU shallthat is unexpired, at unsettled and outstanding as of the Effective Time, whether vested or unvested, automaticallyshall, by virtue of the occurrence of the Effective Time and without any further action on the part of Parent, Merger Sub, the Company or Company, the holder thereofof such Company PSU or any other Person, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any such Company PSUs, such Company PSUs shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) and will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, without interest and subject to any required withholding of Taxes. Each Company PSU for which the performance measurement period has not been completed and the level of performance achievement has not previously been determined will first be subject to the treatment set forth in the applicable award agreement (Aor in any other agreement then in effect between the holder of the Company PSU and the Company) with respect to determination of the level of performance achievement or, in the absence of any provisions setting forth such treatment, will be deemed to have a number level of shares of Parent Common Stock, performance achievement equal to 100% of the sum target level of performance achievement set forth in the applicable award agreement. The Surviving Corporation shall pay the amounts set forth in this Section 1.5(a)(vi) with respect to each Company PSU on the earlier to occur of (x) the product date set forth on Section 1.5(a) of (I) the Exchange Ratio, multiplied by (II) the number of shares of Company Common Stock subject to vesting under the Company PSU based on the achievement of performance conditions determined immediately prior to the Effective Time pursuant to this Section 2.8(c), plus Disclosure Letter and (y) the quotient date on which the holder of (Isuch Company PSU suffers a Qualifying Termination; provided, that, without limitation to any acceleration rights any holder may have under employment or other agreements in effect on the Agreement Date, the holder shall forfeit any unpaid amounts hereunder as of his or her employment termination other than a Qualifying Termination prior to the applicable payment date. Section 1.5(a)(vi) of the product Company Disclosure Letter sets forth a list of (aa) all Company PSUs that vest upon consummation by the number Company of shares of Company Common Stock described in clause (A)(x)(II) abovethe Transactions, multiplied by (bb) including the Cash ConsiderationMerger, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined in accordance with the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement terms of such Company PSU as described in clause (A); provided that in lieu of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a Company PSU pursuant to this Section 2.8(c), such holder shall be entitled to the applicable the Fractional Share Consideration (such consideration collectively, the “PSU Consideration”)award agreements. Notwithstanding the foregoing, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions Table of this Section 2.8(c) shall be of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if as of the date that is five (5) days prior to the Effective Time, the Compensation Committee of the Company Board has not yet made a final determination of the level of achievement of the performance conditions applicable to the relevant Company PSUs for the performance period ending on December 31, 2020, the Compensation Committee of the Company Board shall make such determination with the approval of Parent (which shall not be unreasonably withheld).Contents

Company PSUs. At least five Business Days prior to the Effective Time, the Compensation Committee of the Company Board shall Time (i) cause any then-current performance period applicable to any Company PSUs to end, and (ii) with the approval of Parent (which shall not be unreasonably withheld) make a reasonable good faith determination of the level of achievement of the performance conditions applicable to such Company PSUs for such performance period; provided, that with respect to any holder of Company PSUs listed on Schedule 2.8(c) of the Company Disclosure Letter, the level of achievement of the performance conditions applicable to such Company PSUs shall be deemed at target level. To the extent such determined achievement is below the threshold performance for any such Company PSU, such each Other Company PSU shall, at outstanding immediately prior to the Effective Time, whether vested or unvested, automaticallywill, and without any further action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled for no consideration and (ii) each Specified Company PSU granted on December 8, 2017 or March 9, 2018 outstanding immediately prior to the Effective Time, whether vested or unvested, will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and of no further force or effect and with no consideration payable therefor. To the extent such determined achievement is at least threshold performance for any such Company PSUs, such Company PSUs shall become vested at a level based on the Compensation Committee’s determination of performance (or as otherwise set forth in this Section 2.8(c)) converted into and will be cancelled and converted into the become a right to receive (A) a number of shares of Parent Common Stockan amount in cash, without interest, equal to the sum of (x) the product amount of (I) the Exchange Ratio, Per Share Price; multiplied by (IIy) the total number of shares of Company Common Stock subject to such Specified Company PSU, with any performance-based vesting under the Company PSU conditions deemed achieved based on actual performance during the achievement of applicable performance conditions determined period, which shall be shortened to end on the date immediately prior to the Effective Time pursuant Closing Date (the “PSU Consideration”); provided, however, that with respect to this Section 2.8(ceach Specified Company PSU granted on or after December 7, 2018 (each such Specified Company PSU, a “Cash Rollover Specified Company PSU”), plus the PSU Consideration shall equal (yi) the quotient of Per Share Price; multiplied by (Iii) the product of (aa) the total number of shares of Company Common Stock described in clause subject to such Specified Company PSU, with any performance-based vesting conditions deemed achieved at target, and such PSU Consideration (A)(x)(IIthe PSU Consideration payable to holders of Cash Rollover Specified Company PSUs, the “Cash Replacement PSU Amounts”) abovewill, multiplied by subject to the holder’s continued service with Parent and its Affiliates (bbincluding the Surviving Corporation and its Subsidiaries) through the Cash Considerationapplicable vesting dates, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value (as determined vest and be payable in accordance with the applicable Company Stock Plan) equal to all required withholding Taxes due upon settlement terms of such Cash Rollover Specified Company PSU as described in clause (A); for which such Cash Replacement PSU Amount was exchanged, provided that in lieu no less than 50% of delivering any fractional shares of Parent Common Stock otherwise due to the holder of a each applicable Cash Rollover Specified Company PSU pursuant to holder’s Cash Replacement PSU Amount shall vest and be payable on the first anniversary of the Closing Date and any unvested portion of the applicable Cash Rollover Specified Company PSU holder’s Cash Replacement PSU Amount shall vest and be payable on the second anniversary of the Closing Date . Except as set forth in this Section 2.8(c)with respect to specific vesting dates, such holder shall be entitled all Cash Replacement PSU Amounts will have the same terms and conditions (including, with respect to the applicable the Fractional Share Consideration vesting (such consideration collectively, the “PSU Consideration”). Notwithstanding the foregoingincluding accelerated vesting on specific terminations of employment, to the extent that the Effective Time occurs on or after January 1, 2021, the foregoing provisions of this Section 2.8(capplicable)) shall be of no force or effect and the portion of the Company PSUs that became vested based on the achievement of performance conditions during the performance period ending on December 31, 2020 shall be treated as Company Employee RSUs subject to Section 2.8(b)(i) hereof; provided that, in the event that the Effective Time occurs on or after January 1, 2021, if as of the date that is five (5) days prior applied to the Effective Time, the Compensation Committee award of the Cash Rollover Company Board has not yet made a final determination of the level of achievement of the performance conditions applicable to the relevant Specified Company PSUs for the performance period ending on December 31which they were exchanged, 2020, the Compensation Committee except for terms rendered inoperative by reason of the Company Board shall make such determination with the approval of Parent (which shall not be unreasonably withheld)transactions contemplated by this Agreement.