Common use of CRC Employees Clause in Contracts

CRC Employees. Each OPC RSU that is outstanding and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee RSU”) shall, upon the Effective Time, be terminated at the Effective Time with the holder thereof entitled to receive, as soon as practicable following the Effective Time, (i) a number of CRC RSAs granted pursuant to the CRC New Equity Plan equal to the CRC Share Number and (ii) a payment from CRC with respect to any cash dividend equivalents that have accrued under such CRC Employee RSU and which remain unpaid as of the Effective Time (which payment shall (x) be determined based upon the level of performance assumed for purposes of determining the related CRC Share Number and (y) occur in no event later than March 15 of the calendar year following the calendar year in which the Effective Time occurs). Other than as described in the preceding sentence, following the Effective Time, the CRC RSAs shall remain subject to substantially the same terms and conditions as applicable to the CRC Employee RSU prior to the Effective Time (including vesting); provided, however that (A) if the CRC Employee RSU was subject to both time-based and performance-based vesting conditions immediately prior to the Effective Time, then from and after the Effective Time the vesting of such CRC RSAs shall continue to be subject to the time-based vesting conditions based upon continued service with the CRC Group and such CRC RSAs shall include such performance-based vesting conditions, if any, as may be determined by the OPC Committee in its sole discretion (which performance-based vesting conditions may be applicable to some recipients of such CRC RSAs and not other such recipients), and (B) such CRC RSAs shall have such other rights as are generally applicable to other CRC RSAs (including, without limitation, any such rights relating to voting and dividends).

CRC Employees. Each OPC RSU LTI Cash Award that is outstanding and held by a CRC Group Employee as of immediately prior to the Effective Time (a “CRC Employee RSULTI Cash Award”) shall, upon the Effective Time, be terminated at the Effective Time with the holder thereof entitled to receive, as soon as practicable following the Effective Time, (i) a number of CRC RSAs granted pursuant to the CRC New Equity Plan equal to the quotient obtained by dividing (i) the target incentive amount applicable to such CRC Share Number and Employee LTI Cash Award (iiprovided, however, that if there is less than 12 months remaining in the performance period applicable to such CRC Employee LTI Cash Award, then the amount determined under this clause (i) a payment from CRC with respect shall be equal to any cash dividend equivalents the amount that have accrued would be payable under such CRC Employee RSU and which remain unpaid as of the Effective Time (which payment shall (x) be determined LTI Cash Award based upon attainment of Actual LTI Performance), by (ii) the level of performance assumed for purposes of determining the related CRC Share Number and (y) occur in no event later than March 15 of the calendar year following the calendar year in which the Effective Time occurs)Stock Value. Other than as described in the preceding sentence, following Following the Effective Time, the CRC RSAs shall remain subject to substantially the same terms and conditions as applicable to the CRC Employee RSU prior to the Effective Time (including vesting); provided, however that (Ax) if the CRC Employee RSU was subject to both time-based and performance-based vesting conditions immediately prior to the Effective Time, then from and after the Effective Time the vesting of such CRC RSAs shall continue to be subject to the time-based vesting conditions applicable to the CRC Employee LTI Cash Award immediately prior to the Effective Time shall continue to apply to the CRC RSAs issued in accordance with the preceding sentence based solely upon continued service with the CRC Group and rather than the OPC Group, (y) such CRC RSAs shall include such performance-based vesting conditions, if any, as may be determined by the OPC Committee in its sole discretion (which performance-based vesting conditions may be applicable to some recipients of such CRC RSAs and not other such recipients), and (Bz) such CRC RSAs shall have such other rights as are generally applicable to other CRC RSAs (including, without limitation, any such rights relating to voting and dividends).