Common use of Performance Share Awards Clause in Contracts

Performance Share Awards. Each Parent Performance Share Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) If the holder is a Parent Group Employee or Former Employee, such award shall be converted, as of the Effective Time, into a Post-Separation Parent RSU Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to time-based vesting) after the Effective Time as were applicable to such Parent Performance Share Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of Parent Shares subject to such Post-Separation Parent RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent Performance Share Award immediately prior to the Effective Time, by (B) the Parent Ratio. The applicable performance-based vesting conditions shall be deemed achieved as of the Effective Time at the levels approved by the Parent Compensation Committee prior to the Effective Time. (ii) If the holder is a SpinCo Group Employee, such award shall be converted, as of the Effective Time, into a SpinCo RSU Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to time-based vesting) after the Effective Time as were applicable to such Parent Performance Share Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of SpinCo Shares subject to such SpinCo RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent Performance Share Award immediately prior to the Effective Time by (B) the SpinCo Ratio. The applicable performance-based vesting conditions shall be deemed achieved as of the Effective Time at the levels approved by the Parent Compensation Committee prior to the Effective Time.

Performance Share Awards. Each Parent (i) As of the Effective Time, each outstanding Agilent Performance Share Award with a fiscal year 2012-2014 performance period, a fiscal year 2013-2015 performance period or a fiscal year 2014-2016 performance period that is outstanding as of immediately prior to the Effective Time shall be treated converted as followsof the Effective Time into either a Post-Distribution Agilent Performance Award or a Keysight Performance Share Award as described below: (iii) If the holder is a Parent Each Agilent Performance Share Award held by an Agilent Group Employee or Former and any Returning Agilent Employee, such award but not including any Subsequently Transferred Keysight Employee, shall be converted, converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent RSU Award, Distribution Agilent Performance Share Award and shall, except as otherwise provided in this Section 4.024.01, be subject to the same terms and conditions (including with respect to time-based vestingvesting and performance conditions) after the Effective Time as were applicable to such Parent Agilent Performance Share Award immediately prior to the Effective Time; provided, however, that, that from and after the Effective Time, the target number of Parent Agilent Shares subject to such Post-Separation Parent RSU Award Distribution Agilent Performance Share Award, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product, rounded down to the nearest whole number of shares, product obtained by multiplying (A1) the number of Parent Agilent Shares subject to the corresponding Parent Agilent Performance Share Award immediately prior to the Effective Time, by (B2) the Parent Agilent Ratio. The applicable performance-based vesting conditions . (iii) Each Agilent Performance Award held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be deemed achieved converted as of the Effective Time at the levels approved by the Parent Compensation Committee prior to the Effective Time. (ii) If the holder is a SpinCo Group Employee, such award shall be converted, as of the Effective Time, into a SpinCo RSU Award, Keysight Performance Share Award outstanding under the Keysight Equity Plan and shall, except as otherwise provided in this Section 4.024.01, be subject to the same terms and conditions (including with respect to time-based vestingvesting and performance conditions (which, for purposes of clarity, shall continue to relate to Agilent)) after the Effective Time as were applicable to such Parent Agilent Performance Share Award immediately prior to the Effective Time; provided, however, provided that, from and after the Effective Time, the target number of SpinCo Keysight Shares subject to such SpinCo RSU Award Keysight Performance Share Award, rounded to the nearest one-thousandth (1/1,000) of a share, shall be equal to the product, rounded down to the nearest whole number of shares, product obtained by multiplying (A1) the number of Parent Agilent Shares subject to the corresponding Parent Agilent Performance Share Award immediately prior to the Effective Time Time, by (B2) the SpinCo Keysight Stock Ratio. The applicable performanceNotwithstanding the above, if a Subsequently Transferred Keysight Employee who is not a Returning Agilent Employee has an outstanding Agilent Performance Share Award with a fiscal year 2014-based vesting conditions shall be deemed achieved as of the Effective Time at the levels approved by the Parent Compensation Committee prior 2016 performance period, Agilent and Keysight agree to the Effective Timeattempt to substitute such Agilent Performance Share Award with an equitable Keysight RSU Award.