Restricted Stock Unit Awards Held by Adient Group Employees. Each Xxxxxxx Controls Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by an Adient Group Employee shall be converted as of the Effective Time into both an Adjusted Xxxxxxx Controls Restricted Stock Unit Award and an Adient Restricted Stock Unit Award, and each such Adjusted Xxxxxxx Controls Restricted Stock Unit Award and Adient Restricted Stock Unit Award shall be subject to the same terms and conditions after the Effective Time as were applicable to such Xxxxxxx Controls Restricted Stock Unit Award prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(c)(ii) and Section 4.02(d)); provided, however, that: (A) payment, if any, shall be made in Xxxxxxx Controls Shares (with respect to Adjusted Xxxxxxx Controls Restricted Stock Unit Awards) and Adient Shares (with respect to Adient Restricted Stock Unit Awards) with respect to any such Xxxxxxx Controls Restricted Stock Unit Award that is stock settled; (B) the number of shares subject to such Adjusted Xxxxxxx Controls Restricted Stock Unit Award shall be equal to the number of Xxxxxxx Controls Shares subject to the corresponding Xxxxxxx Controls Restricted Stock Unit Award immediately prior to the Effective Time; and (C) the number of shares subject to such Adient Restricted Stock Unit Award shall be equal to the product of (A) the number of Xxxxxxx Controls Shares subject to the Xxxxxxx Controls Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (B) the Distribution Ratio, rounded down to the nearest whole share.
Appears in 5 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement, Employee Matters Agreement (Adient LTD)
