Common use of Company PSUs Clause in Contracts

Company PSUs. (i) As of the Effective Time, each Company PSU that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a “Vested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Vested Company PSU based on the achievement of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and (ii) the Merger Consideration (the “Vested PSU Consideration”). (ii) As of the Effective Time, each Company PSU that is outstanding immediately prior thereto and that is not a Vested Company PSU (each, an “Unvested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Unvested Company PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration (the “Unvested PSU Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested PSU Consideration will vest and become payable at the same time as the Unvested Company PSU from which such Unvested PSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company PSU immediately prior to the Effective Time (except that performance-based vesting metrics and criteria shall not apply from and after the Effective Time).

Company PSUs. (i) As of the Effective Time, each Company PSU that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a “Vested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of of (i) the total number of shares of Company Common Stock subject to such Vested Company PSU based on the achievement of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and (ii) the Merger Consideration (the “Vested PSU Consideration”). (ii) As of the Effective Time, each Company PSU that is outstanding immediately prior thereto and that is not a Vested Company PSU (each, an “Unvested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Unvested Company PSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration (the “Unvested PSU Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested PSU Consideration will vest and become payable at the same time as the Unvested Company PSU from which such Unvested PSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company PSU immediately prior to the Effective Time (except that performance-based vesting metrics and criteria shall not apply from and after the Effective Time).

Company PSUs. (i) As of At the Effective Time, each Company PSU that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time and vested in accordance with its terms as of the Effective Time (including as a result of the attainment of the applicable performance metrics) (each, a “Vested Company PSU”) shall shall, automatically and without any required action on the part of the holder thereof, be canceled cancelled and Table of Contents converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (ix) the total number of shares of Company Common Stock subject to underlying such Vested Company PSU based on the achievement attainment of the applicable performance metrics at the target level of performance for which such Vested Company PSU vested in accordance with its terms and performance, by (iiy) the Merger Consideration Consideration, subject to any required withholding of Taxes (the “Vested Company PSU Consideration”). (ii) As of At the Effective Time, each Company PSU that is outstanding immediately prior thereto to the Effective Time and that is not a Vested Company PSU (eachshall, an “Unvested Company PSU”) shall automatically and without any required action on the part of the holder thereof, be canceled and converted into the contingent right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (ix) the total number of shares of Company Common Stock subject to underlying such Unvested Company PSU based on the achievement attainment of the applicable performance metrics at the target level of performance and performance, by (iiy) the Merger Consideration (the “Unvested Company PSU Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company PSU Consideration amounts will vest and become be payable at the same time as the Unvested Company PSU from which such Unvested Company PSU Consideration was converted would have vested and been payable pursuant to its terms and and, except as provided on Section 1.5 of the Company Disclosure Schedules, shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company PSU immediately prior to the Effective Time (except (x) that no performance-based vesting metrics and or criteria shall not apply from and after the Effective TimeTime and (y) for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company PSU Consideration amounts, provided that no such changes shall impair the rights of the applicable holder of Unvested Company PSU Consideration), with respect to their receipt of the Unvested Company PSU Consideration.

Company PSUs. (i) As of Immediately prior to the Effective Time, each outstanding Company PSU that is Award, whether or not vested, shall automatically, and without any required action on the part of the holder thereof, become vested in accordance with its terms and outstanding as of immediately prior (to the Effective Time (eachextent the applicable performance criteria set forth in the applicable agreement evidencing the Company PSU Award or otherwise approved by the Company’s board of directors have been met), a “Vested cancelled and settleable into shares of Company PSU”) Common Stock and the Company shall be canceled and converted into deemed to have issued to each holder of such Company PSU Award the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject that would have been issued to such Vested Company PSU based on Holder had such Company PSU Award been settled in shares of Company Common Stock after giving effect to the achievement deduction of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and (ii) the Merger Consideration (the “Vested PSU Consideration”). (ii) As of the Effective Time, each Company PSU that is outstanding immediately prior thereto and that is not a Vested Company PSU (each, an “Unvested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to otherwise issuable in connection with the settlement of such Unvested Company PSU based on Award that is used to satisfy the achievement Company PSU Holder’s tax withholding liability thereunder. At the Effective Time, each share of Company Common Stock deemed to have been issued by the Company to the Company PSU Holders upon settlement of the applicable performance metrics at Company PSU Awards pursuant to this Section 2.7(b) (a “Converted Company PSU”) shall be converted into the target level of performance right to receive (without interest) the Per Share Merger Consideration in accordance with Section 2.6 (and (ii) the Merger Consideration (the “Unvested PSU Consideration”Schedule). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested PSU Consideration will vest and become payable at the same time as the Unvested Any Company PSU from which such Unvested PSU Consideration was converted would have vested and been payable pursuant to Award that does not so vest in accordance with its terms shall be terminated and shall otherwise remain subject to the same terms and conditions forfeited for no consideration, effective as were applicable to the underlying Unvested Company PSU immediately prior to the Effective Time (except that performance-based vesting metrics and criteria shall not apply from and after of the Effective Time).