Common use of Treatment of Company Performance Share Awards Clause in Contracts

Treatment of Company Performance Share Awards. Effective as of immediately prior to the Effective Time, each outstanding performance share award denominated in Company Common Stock granted pursuant to the Company Equity Award Plans (other than, for clarity, Company MSU Awards and 2022 Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(a)) (each, a “Company Performance Share Award”) shall entitle the holder thereof to receive, immediately prior to the Effective Time and subject to the occurrence of the Closing, the number of Shares that are earned thereunder based on target performance as of immediately prior to the Effective Time, multiplied by a fraction, the numerator of which is equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from the first day of the applicable performance period until the Closing Date and the denominator of which is the number of total months in such performance period. Any Shares so delivered in respect of Company Performance Share Awards shall be deemed to be issued and outstanding as of immediately prior to the Effective Time shall have the right to receive an amount in cash equal to the sum of: (x) the Merger Consideration, plus (y) solely to the extent (1) the related Company Performance Share Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company Performance Share Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(a)), the Approval Prepayment Amount; plus (z) solely to the extent the related Company Performance Share Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company Performance Share Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amount not yet paid to the holder of such Company Performance Share Award.

Treatment of Company Performance Share Awards. At the Effective Time, and by virtue of the Merger and without any action on the part of Sodium, Sodium US, Merger Sub and the Company or the holders thereof, each Company Performance Share Award that is outstanding immediately prior to the Effective Time shall be assumed and converted into a Sodium RSU Award in accordance with this Section 2.5(d). Each such Sodium RSU Award as of so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Performance Share Award immediately prior to the Effective Time, each outstanding performance share award denominated in Company Common Stock granted pursuant to the Company Equity Award Plans except that, (other than, for clarity, Company MSU Awards and 2022 Company Performance Share Awards, the treatment x) as of which in connection with the Merger shall be as provided in Section 2.4(a)) (each, a “Company Performance Share Award”) shall entitle the holder thereof to receive, immediately prior to the Effective Time and subject to the occurrence of the ClosingTime, the number of Sodium Shares that are earned thereunder subject to the Sodium RSU Award shall equal (i) the product of (A) a number of shares of Company Common Stock underlying such Company Performance Share Award determined based on target performance as of immediately prior such award’s Applicable Performance Level by (B) the Exchange Ratio, (ii) rounded down to the nearest whole share, (y) each such Sodium RSU Award shall vest in full if, following the Effective Time, multiplied by the holder thereof incurs a fractionQualifying Termination (and, solely in the numerator case of which is equal a Qualifying Termination that occurs more than eighteen (18) months following the Closing Date, subject to the number holder timely executing (and not revoking) a general release of whole months claims in a form provided by Sodium or one of its Subsidiaries), with such Sodium RSU Award settled as soon as practicable, but in no event later than thirty (counting each month 30) days, following such Qualifying Termination (or such later time as ending on the first day of a calendar month) elapsed from the first day required to comply with Section 409A of the applicable performance period until Code) and (z) Sodium RSU Awards will not be subject to any performance-based vesting conditions, which shall be deemed achieved at the Closing Date and the denominator Applicable Performance Level. For purposes of which is the number of total months in such performance period. Any Shares so delivered in this Section 2.5(d), “Applicable Performance Level” shall mean (i) with respect of to Company Performance Share Awards shall be deemed to be issued and outstanding with a performance period commencing as of immediately prior to January 1, 2022, the greater of (A) the target performance level and (B) the actual performance level attained as of the Effective Time shall have (based on actual achievement of applicable performance goals, as reasonably determined by the right to receive an amount Company Board in cash equal to the sum of: ordinary course of business consistent with past practice), (xii) the Merger Consideration, plus (y) solely to the extent (1) the related for Company Performance Share Award has not been otherwise equitably Awards with a performance period commencing as of January 1, 2023 or discretionarily adjusted under the Company Equity Award Plans January 1, 2024, one hundred and no amount has been otherwise paid in respect twenty percent (120%) of the related target performance level and (iii) if applicable, with respect to Company Performance Share Award to Awards with a performance period commencing as of January 1, 2025, the holder thereof under actual performance level attained as of the Effective Time (based on actual achievement of applicable performance goals, as reasonably determined by the Company Equity Award Plans, in each case, to reflect the Approval Prepayment, and (2) paid pursuant to Section 5.18(a) (or, Board in the event that the Closing Date occurs after the Approval Prepayment Record Date but before the Approval Prepayment Date, to the extent payable after the Closing Date pursuant to Section 5.18(aordinary course of business consistent with past practice)), the Approval Prepayment Amount; plus (z) solely to the extent the related Company Performance Share Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company Performance Share Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amount not yet paid to the holder of such Company Performance Share Award.

Treatment of Company Performance Share Awards. Effective as of immediately prior to the Effective Time, each outstanding performance share award denominated in Company Common Stock granted pursuant to the Company Equity Award Plans (other than, for clarity, Company MSU Awards and Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.5(a), or 2022 Company Performance Share Awards, the treatment of which in connection with the Merger shall be as provided in Section 2.4(a2.5(c)) (each, a “Company Performance Share Award”) shall entitle the holder thereof to receive, immediately prior to the Effective Time and subject to the occurrence of the Closing, the number of Shares that are earned thereunder based on target performance as of immediately prior to the Effective Time, multiplied by a fraction, the numerator of which is equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from the first day of the applicable performance period until the Closing Date and the denominator of which is the number of total months in such performance period. Any Shares so delivered in respect of Company Performance Share Awards shall be deemed to be issued and outstanding as of immediately prior to the Effective Time shall have the right to receive an amount and treated in cash equal to the sum of: (x) the Merger Considerationaccordance with Section 2.1(a), plus (y) provided that solely to the extent (1i) the related Company Performance Share Award has not been otherwise equitably or discretionarily adjusted under Section 14.2 of the Company Equity Award Plans Plan and no amount has been otherwise paid in respect of the related Company Performance Share Award to the holder thereof under Section 14.2 of the Company Equity Award PlansPlan, in each case, to reflect the Approval Prepayment, Prepayment Dividend and (2ii) the Prepayment Dividend Amount was paid pursuant to Section 5.18(a5.19(a) (or, in the event that the Closing Date occurs after the Approval record date for the Prepayment Record Date Dividend but before the Approval Prepayment Dividend Payment Date, to the extent the Prepayment Dividend Amount is payable after the Closing Date pursuant to Section 5.18(a5.19(a)), the Approval holder of each such share shall be entitled to receive the Prepayment Amount; plus (z) solely Dividend Amount in addition to the extent the related Company Performance Per Share Award has not been otherwise equitably or discretionarily adjusted under the Company Equity Award Plans and no amount has been otherwise paid in respect of the related Company Performance Share Award to the holder thereof under the Company Equity Award Plans, in each case, to reflect any Additional Prepayment, any Additional Prepayment Amount not yet paid to the holder of such Company Performance Share AwardCash Consideration.