Conversion of RSUs Sample Clauses

Conversion of RSUs. The conversion rate of RSUs into the right to receive a number of shares of Common Stock depends on the Corporation’s Total Stockholder Return (“Intel TSR”) relative to the Total Stockholder Return of the Comparison Group (“CG TSR”) at the end of the Performance Period, as those terms are defined below. The minimum conversion rate shall be 33% of the Target Number of Shares as specified on the Notice of Grant and the maximum conversion rate shall be 200% of the Target Number of Shares as specified on the Notice of Grant. If the Intel TSR and CG TSR are within 1 percentage point, the conversion rate shall be 100%. If the Intel TSR is less than the CG TSR, the conversion rate shall be 100% minus two times the difference in percentage points. If the Intel TSR is greater than the CG TSR, the conversion rate shall be 100% plus three times the difference in percentage points. In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall be rounded down so that the RSUs shall not convert into the right to receive the partial share. By way of illustration, assume the CG TSR is 100%. If the Intel TSR equals 100.5%, the conversion rate is 100%, so that your RSUs convert into the right to receive 100% of the Target Number of Shares. If the Intel TSR is 90%, the difference is 10 percentage points and the conversion rate is 80%, so that your RSUs convert into the right to receive 80% of the Target Number of Shares. If the Intel TSR is 105%, the difference is 5 percentage points and the conversion rate is 115%, so that your RSUs convert into the right to receive 115% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (1) A numerator that is difference between the closing sale price of Common Stock on the grant date subtracted from the average closing sale price of Common Stock during the 6 months prior to the end of the Performance Period, plus any dividends paid or payable with respect to a record date that occurs during the Performance Period; and (2) A denominator that is the closing sale price of Common Stock on the grant date. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (1) TSR of each stock is a. the difference between the closing sale price on the grant date subtracted from the weighted average closing sale price during the 6 months prior to the end of the Performance Period, plus any dividends paid or payable with res...

Conversion of RSUs. Subject to Section 2(h) below, vested RSUs shall be converted into shares of Common Stock and be distributed to the Grantee within 30 days following the earlier of (i) “separation from service” or (ii) Change in Control. “Separation from service” (and variations thereof) shall, for all purposes of this Agreement, have the meaning given in Section 1.409A-1(h) of the Treasury Regulations (or any successor provision).

Conversion of RSUs. No shares of Common Stock shall be issued to a Participant prior to the applicable Vesting Date. After an RSU vests, the Company shall promptly cause to be registered in Participant’s name or in the name of the executor or personal representative of the Participant’s estate, as the case may be, one share of Common Stock in payment for each vested RSU. For purposes of the Award, the date on which vested RSUs are converted into Common Stock shall be referred to as the “Conversion Date.”

Conversion of RSUs. (a) The conversion multiplier for converting RSUs into the right to receive a number of shares of Common Stock will be determined by combining two equally weighted components at the end of the Performance Period (as defined below), subject to a maximum conversion multiplier of 200% and certification of the conversion multiplier by the Committee (as defined below). Those components, as explained below in this Section 4 are: (i) the Intel Relative TSR and (ii) Intel EPS Growth. The maximum percentage for each component is 200%. In the event that the conversion multiplier results in the right to receive a partial share of Common Stock, the partial share will be rounded down to zero. (b) The “Intel Relative TSR” component is 50% of: 100% plus four times the difference in percentage points of the Intel TSR minus the S&P 500 IT TSR.

Conversion of RSUs. In connection with the Merger, the Company shall use commercially reasonable efforts to cause any rights in respect of matching awards of restricted stock units granted under the EOP (“Matching RSUs”) and any Annual RSUs that are outstanding at the Merger Effective Time to be converted, on a basis that does not cause Executive to incur a taxable event by reason of such conversion and does not cause Code Section 409A(a)(1) to apply, into rights in respect to the Common Stock, having a value at the Merger Effective Date equivalent to the value of Executive’s rights in respect of such Matching RSUs and Annual RSUs.

Conversion of RSUs. In the event this Award vests prior to the Effective Time, as soon as practicable after the vesting of this Award, TCO will issue and transfer to the Company one share of Common Stock for each RSU granted and vested under this Award as determined according to paragraph 3 above. In the event the Effective Time occurs while this Award is outstanding, upon the Effective Time and in accordance with the Plan and pursuant to the Merger Agreement, the RSUs shall convert into a right to receive a cash payment equal to the product of (x) $52.50 and

Conversion of RSUs. In the event of a Parent or Company IPO, the Company shall use commercially reasonable efforts to cause any rights in respect of Matching RSUs and any Annual RSUs that are then outstanding to be converted at or about the occurrence of the Parent or Company IPO, on a basis that does not cause Executive to incur a taxable event by reason of such conversion and does not cause Code Section 409A(a)(1) to apply, into rights in respect to the class of common stock of the Public Entity that is offered for sale in the Parent or Company IPO having a value at the date of conversion equivalent to the value of Executive’s rights in respect of the Applicable Common Stock represented by such Matching RSUs and Annual RSUs.

Conversion of RSUs. The conversion rate of RSUs into the right to receive a number of shares of Common Stock depends on the Corporation’s Total Stockholder Return (“Intel TSR”) relative to the Total Stockholder Return of the Comparison Group (“CG TSR”) at the end of the Performance Period, as those terms are defined below. The minimum conversion rate shall be 33% of the Target Number of Shares as specified on the Notice of Grant and the maximum conversion rate shall be 200% of the Target Number of Shares as specified on the Notice of Grant. If the Intel TSR and CG TSR are within 1 percentage point, the conversion rate shall be 100%. If the Intel TSR is less than the CG TSR, the conversion rate shall be 100% minus two times the difference in percentage points. If the Intel TSR is greater than the CG TSR, the conversion rate shall be 100% plus three times the difference in 1. INTEL CONFIDENTIAL (a) Intel TSR is a percentage (to the third decimal point) derived by: (1) A numerator that is difference between the closing sale price of Common Stock on the grant date subtracted from the average closing sale price of Common Stock during the 6 months prior to the end of the Performance Period, plus any dividends paid or payable with respect to a record date that occurs during the Performance Period; and (2) A denominator that is the closing sale price of Common Stock on the grant date. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (1) TSR of each stock is a. the difference between the closing sale price on the grant date subtracted from the weighted average closing sale price during the 6 months prior to the end of the Performance Period, plus any dividends paid or payable with respect to a record date that occurs during the Performance Period, divided (to the third decimal point) by b. the closing sale price on the grant date; (2) Tech 15 TSR is the median TSR of the fifteen technology companies included in the Corporation’s peer group for determining executive compensation, as determined by the Compensation Committee prior to the grant date, and regardless of any subsequent change after the grant date; (3) S&P 100 TSR is the median TSR of the companies included in the Standard & Poor’s 100 as of the grant date, minus the Corporation (in the event the Corporation is included in the Standard & Poor’s 100), regardless of any change in the makeup of Standard & Poor’s 100 during the Performance Period; and (c) For purposes of determining TSR of any company (incl...

Conversion of RSUs. All vested RSUs shall be converted into the Company’s common stock upon the occurrence of the first to occur of the following: (i) your retirement in accordance with Company policy; (ii) a termination of your employment with the Company without Cause or on account of your death or “disability” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (iii) a termination of your employment other than by the Company for Cause following the occurrence of a Change in Control; or (iv) the third anniversary of the Effective Date (each of (i), (ii), (iii) and (iv), a “Conversion Date”); provided that vested RSUs shall convert following the third anniversary of the Effective Date only to the extent the income to be included by the Executive on account of such conversion of RSUs during each tax year, when aggregated with all other employee remuneration for such tax year, does not constitute non-deductible employee remuneration under Section 162(m) of the Code; and provided further that in the event of your separation of service from the Company within the meaning of Section 409A of the Code, no RSUs shall convert before the date which is six (6) months after the date of your separation of service with the Company (or, if earlier, the date of your death) as provided in Section 409A(a)(2)(B)(i) of the Code. In connection with your acquisition of the Company’s common stock upon a conversion of the RSUs, you represent and warrant as provided for in Annex 1 hereto. Upon the occurrence of a Conversion Date, all then unvested RSUs shall be forfeited and cancelled, subject to the provisions of Section 3(c) above.

Conversion of RSUs. (a) The conversion multiplier for converting RSUs into the right to receive a number of shares of Common Stock will be determined based on Intel Relative TSR (as defined in Section 4(b)) at the end of the Performance Period (as defined below), subject to a maximum conversion multiplier of 200% and certification of the conversion multiplier by the Committee (as defined below). In the event that the conversion multiplier results in the right to receive a partial share of Common Stock, the partial share will be rounded down to zero.