Common use of Parent PSUs Held by SpinCo Employees Clause in Contracts

Parent PSUs Held by SpinCo Employees. Each Parent performance stock unit (“Parent PSU”), whether or not granted pursuant to the Plans and whether vested or unvested, held by a SpinCo Employee that is outstanding immediately prior to the Distribution shall be converted into a performance stock unit award in respect of SpinCo Common Stock (a “SpinCo PSU”), and shall otherwise be subject to the same terms and conditions from and after the Distribution as the terms and conditions applicable to the corresponding Parent PSU immediately prior to the Distribution, including with respect to vesting, except to the extent that performance vesting requirements are adjusted and truncated as a result of the Distribution as set forth below; provided, however, that from and after the Distribution the number of shares of SpinCo Common Stock subject to such SpinCo PSU shall be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (1) the number of shares of Parent Common Stock subject to the corresponding Parent PSUs immediately prior to the Distribution by (2) the SpinCo Equity Award Ratio. With respect to such SpinCo PSUs, (a) the one-year Parent earnings per share (“EPS”) and free cash flow (“FCF,” and together with EPS, the “operational performance metrics”) shall be measured by the Management Development and Compensation Committee of the Board of Directors of Parent (the “MDCC”) based on actual performance through the end of the applicable performance period (for the avoidance of doubt, each of which shall have ended prior to the Distribution), (b) three-year Parent total shareholder return relative to the S&P 500 Industrials Index Companies (“rTSR”) shall be measured by the MDCC based on actual performance through the end of a truncated performance period ending as of the Distribution, (c) any additional performance objectives for which the applicable performance period has been completed as of the Distribution shall be measured based on actual performance through the end date of such applicable performance period and (d) any additional performance objectives that are contemplated by the award agreement for the corresponding Parent PSU but which have not otherwise been established as of the Distribution shall be established following the Distribution by the board of directors or an equivalent authorized body of SpinCo (or an applicable committee thereof) (the “Adjusted SpinCo PSU Vesting Conditions”).

Parent PSUs Held by SpinCo Employees. Each Parent performance stock unit (“Parent PSU”), whether or not granted pursuant to the Plans and whether vested or unvested, held by a SpinCo Employee that is outstanding immediately prior to the Distribution shall be converted into a performance stock unit award in respect of SpinCo Common Stock (a “SpinCo PSU”), and shall otherwise be subject to the same terms and conditions from and after the Distribution as the terms and conditions applicable to the corresponding Parent PSU immediately prior to the Distribution, including with respect to vesting, except to the extent that performance vesting requirements are adjusted and truncated as a result of the Distribution as set forth below; provided, however, that from and after the Distribution the number of shares of SpinCo Common Stock subject to such SpinCo PSU shall be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (1A) the number of shares of Parent Common Stock subject to the corresponding Parent PSUs immediately prior to the Distribution by (2B) the SpinCo Equity Award Ratio. With respect to such SpinCo PSUs, (a1) the one-year average of Parent earnings per share (“EPS”) and share, free cash flow (“FCF,” and together with EPS, the “other operational performance metrics”) shall be measured metrics determined by the Management Development and Compensation Committee of the Board of Directors of Parent (the “MDCC”) from time to time shall be measured by the MDCC (a) for 2023, based on actual performance through the end of the applicable performance period 2023 and (b) for each of 2024 and 2025, based on target achievement for the avoidance of doubtperiods beginning on January 1, each of which shall have ended prior to the Distribution)2024 through December 31, 2024 and January 1, 2025 through December 31, 2025, and (b2) three-year Parent total shareholder return relative to the S&P 500 Industrials Index Companies (“rTSR”) shall be measured by the MDCC based on actual performance through the end of a truncated performance period ending as of the Distribution, (c) any additional performance objectives for which the applicable performance period has been completed as of the Distribution shall be measured based on actual performance through the end date of such applicable performance period and (d) any additional performance objectives that are contemplated by the award agreement for the corresponding Parent PSU but which have not otherwise been established as of the Distribution shall be established following the Distribution by the board of directors or an equivalent authorized body of SpinCo (or an applicable committee thereof) (the “Adjusted SpinCo PSU Vesting Conditions”).