Remainco PSUs. Each Remainco PSU held by a Spinco Transferred Employee immediately prior to the Separation Effective Time shall be converted into, or substituted with, a number of RMT Partner RSUs determined by dividing the number of shares of Remainco Common Stock subject to each Remainco PSU that would be issued if the applicable performance period ended on the Separation Effective Time (based on the actual level of performance through the Separation Effective Time, or such other level of performance deemed achieved, as determined in the sole discretion of the Remainco Board or compensation committee thereof) by the RMT Partner Ratio. If the resulting product includes a fractional share, the number of shares of RMT Partner Common Stock subject to the RMT Partner RSU shall be rounded up to the nearest whole share. The RMT Partner RSUs shall be subject to substantially the same terms and conditions (including time-based vesting terms but excluding any terms related to performance which will be fixed as of the Separation Effective Time) as in effect for the corresponding Remainco PSU immediately prior to the Separation Effective Time; provided, however, with respect to each such RMT Partner RSU, “change of control” shall have the meaning set forth in the RMT Partner Equity Plan (i.e., a “change of control” of RMT Partner rather than Remainco); provided further, however, that with respect to any Remainco PSU, the Remainco Board or its compensation committee may, in its sole discretion, accelerate the time-based vesting condition, in which case such Remainco PSU will be settled immediately prior to the Distributions in the form of Remainco Common Stock and shall not be converted into, or substituted with, RMT Partner RSUs. 18
Remainco PSUs. Each outstanding Remainco PSU that is held by a Spinco Transferred Employee immediately prior to the Equity Sale Closing Time (each, a “Remainco PSU” and collectively, the “Remainco PSUs”) shall, effective as of the Equity Sale Closing Time, be cancelled and automatically converted into a right to receive a cash payment from a member of the Buyer Group equal to the product of (A) the number of Remainco Ordinary Shares subject to each such Remainco PSU (based on the achievement of one hundred percent (100%) of performance under each such Remainco PSU), and (B) the Remainco Pre-Distribution Share Value (a “Buyer Cash Award”); provided that, if the Remainco PSU is held by an Inactive Employee, then such conversion shall only be made at the time such Inactive Employee becomes a Spinco Transferred Employee (based on the achievement of one hundred percent (100%) of performance of the Remainco PSU and the closing price of Remainco Ordinary Shares on the Trading Day immediately preceding the date such Inactive Employee is hired by a member of the Buyer Group or a Spinco EOR). The Buyer Cash Awards shall be subject to the same vesting terms and payment timing and otherwise substantially the same terms and conditions (excluding the form of settlement and any terms related to performance which will be fixed as of the Equity Sale Closing Time) as in effect for the corresponding Remainco PSUs immediately prior to the Equity Sale Closing Time, and Buyer shall not, and shall cause the other members of the Buyer Group and each Spinco EOR not to, waive or accelerate such vesting terms or other conditions to payment. Notwithstanding the foregoing, if a Remainco PSU vests on or prior to the Equity Sale Closing Time, such award shall be settled in Remainco Ordinary Shares in accordance with the terms of such Remainco PSU no later than the Equity Sale Closing Time; provided that, with respect to any such Remainco PSU that (A) constitutes nonqualified deferred compensation subject to Section 409A of the Code, and (B) is not permitted to be paid at the Equity Sale Closing Time without triggering a Tax or other penalty under Section 409A of the Code, such award shall be settled at the earliest time permitted under the applicable Remainco Equity Plan and award agreement that will not trigger a Tax or other penalty under Section 409A of the Code.
