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

Parent RSUs Held by SpinCo Employees. Each Parent restricted stock unit (a “Parent RSU”), 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 restricted stock unit award in respect of SpinCo Common Stock (a “SpinCo RSU”), 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 RSU immediately prior to the Distribution; provided, however, that from and after the Distribution the number of shares of SpinCo Common Stock subject to such SpinCo RSU shall be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (A) the number of shares of Parent Common Stock subject to the corresponding Parent RSU immediately prior to the Distribution by (B) the SpinCo Equity Award Ratio.

Parent RSUs Held by SpinCo Employees. Each Parent restricted stock unit (a “Parent RSU”), 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 restricted stock unit award in respect of SpinCo Common Stock (a “SpinCo RSU”), 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 RSU immediately prior to the Distribution; provided, however, that from and after the Distribution the number of shares of SpinCo Common Stock subject to such SpinCo RSU shall be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (A1) the number of shares of Parent Common Stock subject to the corresponding Parent RSU immediately prior to the Distribution by (B2) the SpinCo Equity Award Ratio.