Common use of Company RSUs and Company PSUs Clause in Contracts

Company RSUs and Company PSUs. At the Effective Time, each outstanding Company Restricted Stock Unit granted under the Company Equity Plans (“Company RSU”) and each Company Performance Stock Unit granted under the Company Equity Plans (“Company PSU”), 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 (less applicable Tax withholdings), payable in a lump sum as soon as reasonably practicable (but no later than the second payroll period) after the date such former Company RSU or Company PSU vests, equal to the product of (A) the Offer Price, and (B) the number of Shares underlying such Company RSU or Company PSU, as applicable, immediately prior to the Effective Time; provided that any unvested Company RSU or Company PSU shall remain subject to the same vesting schedule and other relevant terms as in effect immediately before the Effective Time and the holder of such Company RSU or Company PSU must remain in service to Parent, the Company or any of their affiliates through the applicable vesting date to receive payment in respect thereof; provided, further, that any former Company RSU or Company PSU that, per its terms, remains outstanding and unvested as of December 15, 2013, shall vest on December 15, 2013 and the cash amount determined pursuant to this Section 6.2(b) in respect thereof shall be paid no later than December 31, 2013 or shall vest in full earlier if the Company RSU or Company PSU holder’s service to Parent, the Company or their affiliates terminates without “Cause” (within the meaning of the Company’s Employee Severance Plan as in effect immediately before the date hereof) or for Good Reason, in which case payment of the amounts herein shall be made by no later than the second payroll period after the date of such termination. Notwithstanding the foregoing, any unvested Company RSU held by an individual who is a non-employee member of the Board of Directors of the Company at the Effective Time shall become vested and exercisable in full upon the Effective Time and will be treated in accordance with this Section 6.2(b).

Company RSUs and Company PSUs. (i) At the Effective Time, each Company RSU and each Company PSU that is outstanding Company Restricted Stock Unit granted under immediately prior to the Company Equity Plans Effective Time and that is not a Specified Award shall be converted into a restricted stock unit award (an “Company Adjusted RSU”) with the same terms and each Company Performance Stock Unit granted under the Company Equity Plans (“Company PSU”), 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 (less conditions as were applicable Tax withholdings), payable in a lump sum as soon as reasonably practicable (but no later than the second payroll period) after the date such former Company RSU or Company PSU vests, equal to the product of (A) the Offer Price, and (B) the number of Shares underlying such corresponding Company RSU or Company PSU, as applicable, immediately prior to the Effective Time; provided Time (except that any unvested (i) no performance-based vesting condition shall apply to such Adjusted RSU and (ii) the additional vesting provisions set forth on Section 2.10 of the Company Disclosure Letter shall apply to such Adjusted RSU) and relating to the number of shares of Parent Stock, rounded to the nearest whole number of shares, determined by multiplying the number of shares of Company Stock subject to the Company RSU or Company PSU shall remain subject PSU, as applicable, as of immediately prior to the same Effective Time (with such number of shares determined, for purposes of each Company PSU, by deeming the applicable performance-based vesting schedule condition to be achieved at the maximum level) by the Exchange Ratio. (ii) At the Effective Time, each Company RSU and other relevant terms as in effect each Company PSU that is outstanding immediately before prior to the Effective Time and that is a Specified Award shall vest in full (and in the case of a Company PSU, the applicable performance-based vesting condition shall be deemed to be achieved at the maximum level), and the holder of each such Company RSU and Company PSU shall be entitled to receive the number of shares of Parent Stock (rounded to the nearest whole number of shares) equal to the product of (i) the Exchange Ratio, multiplied by (ii) the number of shares of Company Stock subject to such Company RSU or Company PSU must remain in service to Parent, the Company or any of their affiliates through the applicable vesting date to receive payment in respect thereof; provided, further, that any former Company RSU or Company PSU that, per its terms, remains outstanding and unvested as of December 15, 2013, shall vest on December 15, 2013 and the cash amount determined pursuant immediately prior to this Section 6.2(b) in respect thereof shall be paid no later than December 31, 2013 or shall vest in full earlier if the Company RSU or Company PSU holder’s service to Parent, the Company or their affiliates terminates without “Cause” (within the meaning of the Company’s Employee Severance Plan as in effect immediately before the date hereof) or for Good Reason, in which case payment of the amounts herein shall be made by no later than the second payroll period after the date of such termination. Notwithstanding the foregoing, any unvested Company RSU held by an individual who is a non-employee member of the Board of Directors of the Company at the Effective Time shall become vested and exercisable (with such number of shares determined, for purposes of each Company PSU, by deeming the applicable performance-based vesting condition to be achieved at the maximum level), less any applicable Taxes required to be withheld as provided in full upon the Effective Time and will be treated in accordance with this Section 6.2(b2.08(i).

Company RSUs and Company PSUs. (i) At the Effective Time, by virtue of the Merger, each outstanding Company Restricted Stock Unit granted under RSU outstanding immediately prior to the Company Equity Plans (“Company RSU”) and each Company Performance Stock Unit granted under the Company Equity Plans (“Company PSU”)Effective Time, whether vested or unvestednot vested, shall, automatically and without any required action on the part of the holder thereof, shall be cancelled and converted into only canceled in exchange for the right to receive a lump sum cash payment (without interest)) (provided, an amount in cash (less applicable Tax withholdings), payable in a that such lump sum as soon as reasonably practicable (but no later than the second payroll periodpayment may be delayed in order to not trigger Taxes under Code Section 409A) after the date such former Company RSU or Company PSU vests, equal to the product of (A) the Offer Price, Merger Consideration and (B) the number of Company Shares underlying subject to such Company RSUs (the “RSUs Consideration”), less applicable withholding Taxes pursuant to Section 2.8(f), and paid in accordance with the applicable terms and conditions of such Company RSU and Code Section 409A. From and after the Effective Time, all Company RSUs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company RSU shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the RSUs Consideration payable hereunder. (ii) With respect to Company PSURSUs that are outstanding but unvested immediately prior to cancellation of such unvested Company RSUs at the Effective Time as provided herein, as applicablethe vesting schedule thereof shall, immediately prior to the Effective Time; provided , be accelerated, such that any unvested all outstanding Company RSU or RSUs at such time shall become vested. (iii) At the Effective Time, by virtue of the Merger, each Company PSU outstanding immediately prior to the Effective Time, that vests pursuant to the terms of the applicable grant agreement shall be accelerated and become immediately vested, and shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) (provided, that such lump sum payment may be delayed in order not to trigger Taxes under Code Section 409A) equal to the product of (A) the Merger Consideration and (B) the number of Company Shares subject to such Company PSU (the “PSUs Consideration”), less applicable withholding Taxes pursuant to Section 2.8(f), and paid in accordance with the applicable terms and conditions of such Company PSU and Code Section 409A. Each Company PSU that does not vest in accordance with the applicable grant agreement shall be cancelled. From and after the Effective Time, all Company PSUs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company PSU shall remain subject cease to have any rights with respect thereto or arising therefrom, except the right to receive the PSUs Consideration payable hereunder. (iv) Prior to the same vesting schedule and other relevant terms as in effect immediately before the Effective Time and the holder of such Company RSU or Company PSU must remain in service to ParentTime, the Company or any shall adopt resolutions and use reasonable best efforts to take other actions that are necessary under the Company Share Plans and/or award agreements (including providing Company RSUs Holders and Company PSUs Holders with notice of their affiliates through rights with respect to any such Company RSUs or Company PSUs (as applicable) as provided herein and/or seeking such Company RSUs Holders’ or Company PSUs Holders’ consents, in each case to the extent required by the terms of the applicable vesting date Company Share Plans or award agreements) to effectuate the provisions of this Section 2.7(d). (v) The amount of cash each Company RSUs Holder and Company PSU Holder is entitled to receive payment in respect thereof; provided, further, that any former for the Company RSU RSUs or Company PSU that, per its terms, remains outstanding and unvested as of December 15, 2013, shall vest on December 15, 2013 and the cash amount determined PSUs held by such holder pursuant to this Section 6.2(b2.7(d)(i) in respect thereof and Section 2.7(d)(iii) above shall be paid no later than December 31, 2013 or shall vest in full earlier if rounded up to the nearest cent and computed after aggregating cash amounts for all Company RSU or RSUs and Company PSU holder’s service to Parent, the Company or their affiliates terminates without “Cause” (within the meaning of the Company’s Employee Severance Plan as in effect immediately before the date hereof) or for Good Reason, in which case payment of the amounts herein shall be made by no later than the second payroll period after the date of such termination. Notwithstanding the foregoing, any unvested Company RSU PSUs held by an individual who is a non-employee member of the Board of Directors of the Company at the Effective Time shall become vested and exercisable in full upon the Effective Time and will be treated in accordance with this Section 6.2(b)such holder.