Common use of RSU Awards Clause in Contracts

RSU Awards. Each UTC RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (including any UTC RSU Awards that vest on or after the Distribution Date) shall be treated as follows: (i) if the holder of such award is a UTC Group Employee or a Former UTC Group Employee, such award shall be converted, as of the Effective Time, into a Post-Separation UTC RSU Award and shall, except as otherwise provided in this Section 4.02(e), be subject to the same terms and conditions after the Effective Time as were applicable to such UTC RSU Award prior to the Effective Time; provided, however, that the number of UTC Shares underlying such Post-Separation UTC RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of UTC Shares subject to the corresponding UTC RSU Award immediately prior to the Effective Time by (B) the UTC Adjustment Ratio; (ii) if the holder of such award is a Carrier Group Employee or a Former Carrier Group Employee, such award shall be converted, as of the Effective Time, into a Carrier RSU Award and shall, except as otherwise provided in this Section 4.02(e), be subject to the same terms and conditions after the Effective Time as were applicable to such UTC RSU Award prior to the Effective Time; provided, however, that the number of Carrier Shares underlying such Carrier RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of UTC Shares subject to the corresponding UTC RSU Award immediately prior to the Effective Time by (B) the Carrier Adjustment Ratio; and (iii) if the holder of such award is an Otis Group Employee or a Former Otis Group Employee, such award shall be converted, as of the Effective Time, into an Otis RSU Award and shall, except as otherwise provided in this Section 4.02(e), be subject to the same terms and conditions after the Effective Time as were applicable to such UTC RSU Award prior to the Effective Time; provided, however, that the number of Otis Shares underlying such Otis RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of UTC Shares subject to the corresponding UTC RSU Award immediately prior to the Effective Time by (B) the Otis Adjustment Ratio.

RSU Awards. Each UTC Parent RSU Award that is outstanding and unvested as of immediately prior to the Effective Time (including any UTC RSU Awards that vest on or after the Distribution Date) shall be treated as follows: (i) if If the holder of such award is not a UTC Group Employee or a Former UTC SpinCo Group Employee, such award shall be converted, as of the Effective Time, into a Post-Separation UTC Parent RSU Award Award, and shall, except as otherwise provided in this Section 4.02(e)4.02, be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such UTC Parent RSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of UTC Parent Shares underlying subject to such Post-Separation UTC Parent RSU Award shall be equal to the product, rounded down to the nearest whole number of sharesshare, obtained by multiplying (A) the number of UTC Parent Shares subject to the corresponding UTC Parent RSU Award immediately prior to the Effective Time by (B) the UTC Adjustment Parent Ratio;. If the Parent RSU Award is subject to performance vesting conditions, the performance goals shall be appropriately adjusted by the Parent Board or a committee thereof; provided that if the performance goals were achieved prior to the Effective Time, the earned Post-Separation RSU Award shall vest solely on the basis of time at the time(s) specified in the applicable award agreement. (ii) if If the holder of such award is a Carrier Group Employee or a Former Carrier SpinCo Group Employee, such award shall be converted, as of the Effective Time, into a Carrier SpinCo RSU Award Award, and shall, except as otherwise provided in this Section 4.02(e)4.02, be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such UTC Parent RSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Carrier SpinCo Shares underlying subject to such Carrier SpinCo RSU Award shall be equal to the product, rounded down to the nearest whole number of sharesshare, obtained by multiplying (A) the number of UTC Parent Shares subject to the corresponding UTC Parent RSU Award immediately prior to the Effective Time by (B) the Carrier Adjustment SpinCo Ratio. If the Parent RSU Award is subject to performance vesting conditions, the performance goals applicable to the converted SpinCo RSU Award shall be appropriately adjusted by the SpinCo Board or a committee thereof; and (iii) provided that if the holder of such award is an Otis Group Employee or a Former Otis Group Employee, such award shall be converted, as of the Effective Time, into an Otis RSU Award and shall, except as otherwise provided in this Section 4.02(e), be subject to the same terms and conditions after the Effective Time as performance goals were applicable to such UTC RSU Award achieved prior to the Effective Time; provided, however, that the number of Otis Shares underlying such Otis earned SpinCo RSU Award shall be equal to vest solely on the product, rounded down to basis of time at the nearest whole number of shares, obtained by multiplying (Atime(s) specified in the number of UTC Shares subject to the corresponding UTC RSU Award immediately prior to the Effective Time by (B) the Otis Adjustment Ratioapplicable award agreement.