Common use of Restricted Stock Unit Awards Clause in Contracts

Restricted Stock Unit Awards. Each Parent RSU 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(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU 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 up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the Parent Ratio. (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(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU 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 up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the SpinCo Ratio.

Restricted Stock Unit Awards. Each Parent As of the Effective Time, each then-outstanding Company RSU Award that is outstanding will, automatically and without any action on the part of the holder thereof, be assumed and converted into a Buyer RSU denominated in shares of Buyer Common Stock, with the number of shares of Buyer Common Stock subject to such Buyer RSU equal to the product (rounded up to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company RSU 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 multiplied by (ii) the Exchange Ratio; provided, that each Buyer RSU Award, and shall, except as otherwise provided in received pursuant to this Section 4.02(b), 2.07(a) shall be subject to (1) the same termination terms, deferral elections and other terms and conditions (including with respect restrictions as the applicable Company RSU was subject to vesting) after immediately prior to the Effective Time as were applicable and (2) the same vesting schedule to which such Parent Company RSU Award was subject immediately prior to the Effective Time; provided. Within five (5) Business Days following the Effective Time, howeverBuyer shall mail (or caused to be mailed) to each holder of record of a Company RSU outstanding immediately prior to the Effective Time a statement or other evidence showing the terms of the Buyer RSU into which such Company RSU was converted as of the Effective Time pursuant to this Section 2.07(a). For the avoidance of doubt, thatXxxxx shall also confirm in the statement delivered pursuant to this Section 2.07(a) that each Buyer RSU shall have the same entitlement to receive on each vesting date of Buyer RSU a payment, from and in cash or shares of Buyer Common Stock at Buyer’s election, equal to the cumulative dollar amount of dividends the holder would have received with respect to the portion of the Buyer RSUs then vesting if the holder had been the actual record owner of the underlying Company Common Stock and, after the Effective Time, Buyer Common Stock on each dividend record date from the number of Parent Shares subject grant date to such Post-Separation Parent RSU Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the Parent Ratiovesting date. (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(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU 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 up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the SpinCo Ratio.

Restricted Stock Unit Awards. Each Parent RSU 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(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU 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 up to based on the nearest whole shareRounding Convention, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the Parent Ratio. (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(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU 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 up to based on the nearest whole shareRounding Convention, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the SpinCo Ratio.