Common use of Treatment of Company PSUs Clause in Contracts

Treatment of Company PSUs. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of a Company PSU, each Company PSU that is outstanding as of immediately prior to the Effective Time (each, an “Unvested Company PSU”) shall be assumed by Parent and automatically be converted into a Parent restricted stock unit award with respect to shares of Parent Common Stock on the same terms and conditions as applied to the Company PSU as of immediately prior to the Effective Time (and provided, for clarity, that any Company PSU that as of immediately prior to the Effective Time is no longer subject to performance criteria, and any Company PSU for which the performance period is deemed completed as a result of the consummation of the Transactions, shall be subject to the treatment described in subsection (b) or (c) above for Company RSUs, as applicable), except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time based on (i) with respect to any Company PSU for which the performance period has not been completed as of the Effective Time, based on target performance, or (ii) with respect to any Company PSU for which the performance period has been completed prior to the Effective Time, based on the actual level of performance (as determined by the Compensation Committee prior to the Effective Time in good faith consistent with past practices) through the end of such performance period (provided, that the Company will consult with Parent in good faith on such determination of actual performance), which for the avoidance of doubt may be zero for any Company PSU that does not satisfy the applicable performance conditions, by (B) the Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded up to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 2.03(e), each Converted PSU shall be subject to the same terms and conditions (including the remaining service-based vesting conditions that would apply with respect to any such Company PSU (or portions thereof) following the completion (or deemed completion) of any applicable performance period), subject to the terms set forth on Section 2.03(e) of the Company Disclosure Letter, and settlement terms applicable to the corresponding Company PSU immediately prior to the Effective Time (including, for the avoidance of doubt, any acceleration benefits that apply to such Company PSU upon a qualifying termination of employment or service pursuant to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)) except as otherwise provided in this Section 2.03(e), for administrative changes, or changes resulting from the Converted PSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted PSU, or to which the holder consents.

Treatment of Company PSUs. At the Effective Time, by virtue of each Company PSU that is outstanding immediately prior to the Merger Effective Time shall, automatically and without any required action on the part of the holder of a Company PSUthereof, each Company PSU that is outstanding as of immediately prior be cancelled and converted into the right to receive an amount in cash, without interest, equal to the Effective Time product of (each, an “Unvested Company PSU”) shall be assumed by Parent and automatically be converted into a Parent restricted stock unit award with respect to shares of Parent Common Stock on the same terms and conditions as applied to the Company PSU as of immediately prior to the Effective Time (and provided, for clarity, that any Company PSU that as of immediately prior to the Effective Time is no longer subject to performance criteria, and any Company PSU for which the performance period is deemed completed as a result of the consummation of the Transactions, shall be subject to the treatment described in subsection (b) or (c) above for Company RSUs, as applicable), except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (Ai) the number of shares of Company Common Stock subject to underlying such Company PSU attributable to the percentage of the Company PSUs that vest as of immediately prior to the Effective Time in accordance with the immediately following sentence multiplied by (ii) the Merger Consideration (the “Company PSU Consideration”). Except for any Company PSUs granted in accordance with Section 5.1(e)(ix) of the Company Disclosure Letter (which shall be treated as contemplated in Section 5.1(e)(ix) of the Company Disclosure Letter), each Company PSU (x) in respect of which the performance period has not expired as of the Effective Time shall vest immediately prior to the Effective Time, determined based on the attainment of the applicable performance metrics at the actual level of performance through September 30, 2023 (determined by pro-rating the performance metrics to reflect the shortened performance period), subject to the Company obtaining the written consent of the holder of such Company PSU within thirty (30) days of the date of this Agreement, (y) in respect of which the performance period has not expired as of the Effective Time, and for which the written consent of the holder of such Company PSU has not been obtained in accordance with the preceding clause (x), shall vest immediately prior to the Effective Time, determined based on the attainment of the applicable performance metrics at the greater of (i) target level of performance and (ii) actual level of performance through the most recently completed fiscal quarter that ends at least fifteen (15) Business Days prior to the Effective Time (determined by pro-rating the performance metrics to reflect the shortened performance period), and (z) in respect of which the performance period has expired as of the Effective Time, shall vest immediately prior to the Effective Time based on (i) with respect to any Company PSU for which actual level of performance through the end of the performance period has not been completed period, in each case, as determined in good faith consistent with past practices by the board of directors of the Effective TimeCompany or a committee thereof, based on target performance, or following the Company’s delivery to Parent of substantiation of the Company’s actual performance and such determination no later than five (ii5) with respect to any Company PSU for which the performance period has been completed Business Days prior to the Effective Time, based on the actual level of performance (as determined by the Compensation Committee prior to the Effective Time in good faith consistent with past practices) through the end of such performance period (provided, that the Company will consult with Parent in good faith on such determination of actual performance), which for the avoidance of doubt may be zero for any and each Company PSU that does not satisfy vest in accordance with the applicable performance conditions, by (B) the Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded up to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 2.03(e), each Converted PSU foregoing shall be subject to the same terms cancelled and conditions (including the remaining service-based vesting conditions that would apply with respect to any such Company PSU (or portions thereof) following the completion (or deemed completion) of any applicable performance period), subject to the terms set forth on Section 2.03(e) of the Company Disclosure Letter, and settlement terms applicable to the corresponding Company PSU terminated without consideration immediately prior to the Effective Time (including, for the avoidance of doubt, any acceleration benefits that apply to such Company PSU upon a qualifying termination of employment or service pursuant to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)) except as otherwise provided in this Section 2.03(e), for administrative changes, or changes resulting from the Converted PSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted PSU, or to which the holder consentsTime.

Treatment of Company PSUs. At the Effective Time, by virtue Except as set forth on Section 2.03 of the Merger and without any action on the part of the holder of a Company PSUDisclosure Letter, each Company PSU that is outstanding as of immediately prior to the Effective Time Time, (each, an “Unvested i) each outstanding Company PSU”) PSU shall be assumed by Parent fully vested and automatically (ii) each such Company PSU shall be converted into cancelled and, in exchange therefor, each holder of any such cancelled Company PSU shall be entitled to receive, in consideration of the cancellation of such Company PSU and in settlement therefor, a Parent restricted stock unit award with respect to shares payment in cash of Parent Common Stock on the same terms and conditions as applied an amount equal to the Company PSU as product of immediately prior to the Effective Time (and provided, for clarity, that any Company PSU that as of immediately prior to the Effective Time is no longer subject to performance criteria, and any Company PSU for which the performance period is deemed completed as a result of the consummation of the Transactions, shall be subject to the treatment described in subsection (b) or (c) above for Company RSUs, as applicable), except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to underlying such Company PSU, multiplied by (B) the Merger Consideration, without interest (such amounts payable hereunder, the “PSU Payments”) (less any required withholding for Taxes), with the number of shares of Common Stock underlying each Company PSU deemed to have been earned equal to the target number of Company PSUs multiplied by the greater of (x) 100% and (y) the actual level of performance of each Company PSU, calculated as of the Closing Date and using the Closing Date as the applicable measurement date (as determined by the Company Board or the applicable committee thereof in its sole discretion). Following the Effective Time, no Company PSU that was outstanding immediately prior to the Effective Time based on (i) with respect to any Company PSU for which the performance period has not been completed as shall remain outstanding, and each former holder of the Effective Time, based on target performance, or (ii) with respect to any Company PSU for which the performance period has been completed prior to the Effective Time, based on the actual level of performance (as determined by the Compensation Committee prior to the Effective Time in good faith consistent with past practices) through the end of such performance period (provided, that the Company will consult with Parent in good faith on such determination of actual performance), which for the avoidance of doubt may be zero for any Company PSU that does not satisfy the applicable performance conditions, by (B) the Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded up to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 2.03(e), each Converted PSU shall be subject to the same terms and conditions (including the remaining service-based vesting conditions that would apply with respect to any such Company PSU (or portions thereof) following shall cease to have any rights with respect thereto, except the completion (or deemed completion) of any applicable performance period), subject right to receive the terms consideration set forth on in this Section 2.03(e2.03(a) in exchange for such Company PSU. Subject to Section 2.03(f) and the requirements of Section 409A of the Company Disclosure LetterCode, and settlement terms applicable the consideration payable under this Section 2.03(a) to the corresponding each former holder of a Company PSU that was outstanding immediately prior to the Effective Time (including, for shall be paid through the avoidance of doubt, any acceleration benefits that apply Surviving Company’s payroll to such Company PSU upon a qualifying termination of employment or service pursuant to former holder as soon as practicable following the terms thereof Effective Time (which includes, for but in any event not later than during the avoidance of doubt, any applicable Severance Arrangement)) except as otherwise provided in this Section 2.03(esecond regularly scheduled pay period following the Effective Time), net of any required withholding for administrative changes, or changes resulting from the Converted PSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted PSU, or to which the holder consentsTaxes.

Treatment of Company PSUs. At the Effective Time, the level at which the performance goals have been satisfied with respect to each unvested Company PSU that is outstanding immediately prior to the Effective Time shall be determined by virtue the Board of Directors or any appropriate committee thereof in accordance with its terms, which number shall be determined based on the Company’s achievement of the Merger and without any action on the part applicable performance goals as of the holder Closing Date; provided, that the total number of Company PSUs that may be deemed vested in accordance with the foregoing shall not exceed 50,000 (determined in accordance with the applicable Company PSU award agreement on a pro-rated basis, the “Company PSUPSU Achieved Number”). Unless otherwise mutually agreed by the Parties or the Parent and the applicable Company PSU holders, at the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time (eachshall be canceled, and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an “Unvested Company PSU”) shall be assumed by Parent and automatically be converted into a Parent restricted stock unit award with respect to shares of Parent Common Stock on the same terms and conditions as applied amount in cash, without interest, equal to the Company PSU as product of immediately prior to (i) the Effective Time Merger Consideration, multiplied by (and provided, for clarity, that any Company PSU that as of immediately prior to the Effective Time is no longer subject to performance criteria, and any Company PSU for which the performance period is deemed completed as a result of the consummation of the Transactions, shall be subject to the treatment described in subsection (bii) or (c) above for Company RSUs, as applicable), except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time based on (i) with respect to any each unvested Company PSU for which that is deemed vested in accordance with the performance period first sentence of this Section 2.07(c), the Company PSU Achieved Number underlying such Company PSU, and (B) with respect to each vested Company PSU that has not been completed settled as of the Effective Time, based on target performance, or (ii) with respect to any the total number of Shares underlying the vested Company PSU for which (the performance period has been completed prior “Company PSU Consideration”). The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay the Company PSU Consideration to each holder of a Company PSU, without interest and less any Taxes withheld pursuant to Section 2.08(f), on the first payroll date of the Surviving Corporation that is at least three (3) Business Days after the Effective Time; provided that, based notwithstanding anything to the contrary in this Section 2.07(a)(i), if required to comply with Section 409A of the Code, such amount shall be paid on the actual level of performance (as determined by the Compensation Committee prior to the Effective Time in good faith consistent with past practices) through the end of such performance period (provided, that the Company will consult with Parent in good faith on such determination of actual performance), which settlement date for the avoidance of doubt may be zero for any Company PSU that does not satisfy the applicable performance conditions, by (B) the Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded up to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 2.03(e), each Converted PSU shall be subject to the same terms and conditions (including the remaining service-based vesting conditions that would apply with respect to any such Company PSU (or portions thereof) following the completion (or deemed completion) of any applicable performance period), subject to specified under the terms set forth on Section 2.03(e) of the Company Disclosure Letter, and settlement terms applicable to the corresponding Company PSU immediately prior to the Effective Time (including, for the avoidance of doubt, any acceleration benefits that apply to such Company PSU upon a qualifying termination of employment or service pursuant to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)) except as otherwise provided in this Section 2.03(e), for administrative changes, or changes resulting from the Converted PSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted PSU, or to which the holder consentsaward agreement.

Treatment of Company PSUs. At Prior to the Effective Time, by virtue of the Merger Company Board (or an appropriate committee thereof) shall adopt resolutions providing that, at the Effective Time, each Company PSU (except any Permitted PSU granted to any non-employee financial professional) that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder of a Company PSUthereof, each Company PSU that is outstanding as of immediately prior be cancelled and converted into the right to receive an amount in cash, without interest, equal to the Effective Time product of (each, an “Unvested Company PSU”) shall be assumed by Parent and automatically be converted into a Parent restricted stock unit award with respect to shares of Parent Common Stock on the same terms and conditions as applied to the Company PSU as of immediately prior to the Effective Time (and provided, for clarity, that any Company PSU that as of immediately prior to the Effective Time is no longer subject to performance criteria, and any Company PSU for which the performance period is deemed completed as a result of the consummation of the Transactions, shall be subject to the treatment described in subsection (b) or (c) above for Company RSUs, as applicable), except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (Ai) the number of shares of Company Common Stock subject to underlying such Company PSU immediately (determined in the manner described below) multiplied by (ii) the Merger Consideration (the “Company PSU Consideration”). For purposes of this ‎Section 3.3(c), the number of shares of Company Common Stock underlying a Company PSU shall be determined (1) for Company PSUs (or portions thereof) granted prior to the Effective Time based on (i) with respect to any Company PSU for which the performance period has not been completed as of the Effective Time, based on target performance, or (ii) with respect to any Company PSU date hereof for which the performance period has been completed prior to the Effective Time, based on the actual level of performance (as determined by the Compensation Committee Company Board or a committee thereof prior to the Effective Time in good faith consistent with past practices) through the end of such performance period, (2) for any Company PSU (or portion thereof) granted prior to the date hereof in respect of which the performance period has not expired as of the Effective Time, based on the greater of (providedx) the target level of performance, that (y) if the vesting of which is measured by reference to total shareholder return, based on the total shareholder return reflected by the Merger Consideration (and, as applicable, the total shareholder return of the comparator group as of a date within ten (10) Business Days prior to the Effective Time) and (z) if the vesting of which is measured by reference to EBITDA, based on the EBITDA measured as of the Effective Time (as determined by the Company will consult with Parent Board (or an appropriate committee thereof)), in each case, determined by assuming shortened performance periods that end as of the Effective Time and otherwise in good faith on such determination of actual performanceconsistent with past practices, (3) for Permitted PSUs (except any Permitted PSU granted to any non-employee financial professional), equal to the product of (x) the target number of shares of Company Common Stock underlying such Permitted PSU and (y) the quotient of the number of days actually worked between the start of the performance period for such Permitted PSUs and the Effective Time divided by the total number of days in the performance period for such Permitted PSUs, which for performance period shall in no event be less than three (3) years commencing with the avoidance of doubt may be zero 2024 performance year, and (4) except as otherwise provided in Section 3.3(d), for any Company PSU that does not satisfy vest in accordance with the applicable performance conditions, by foregoing clause (B) the Exchange Ratio (as converted, a “Converted PSU”1), with any resulting fractional share rounded up to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 2.03(e(2) or (3), each Converted if any, such Company PSU shall be subject to the same terms cancelled and conditions (including the remaining service-based vesting conditions that would apply with respect to any such Company PSU (or portions thereof) following the completion (or deemed completion) of any applicable performance period), subject to the terms set forth on Section 2.03(e) of the Company Disclosure Letter, and settlement terms applicable to the corresponding Company PSU terminated without consideration immediately prior to the Effective Time Time. The Company will deliver to Parent its determination of the performance and documentation supporting the basis of such determinations no later than three (including, for the avoidance of doubt, any acceleration benefits that apply to such Company PSU upon a qualifying termination of employment or service pursuant 3) Business Days prior to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)) except as otherwise provided in this Section 2.03(e), for administrative changes, or changes resulting from the Converted PSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted PSU, or to which the holder consentsEffective Time.

Treatment of Company PSUs. At the Effective Time, by virtue of each Company PSU that is outstanding immediately prior to the Merger Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of the holder of a Company PSUthereof, each Company PSU that is outstanding as of immediately prior to the Effective Time (each, an “Unvested Company PSU”) shall be assumed by Parent and automatically be converted into a right to receive cash, as described in this Section 3.3(c) (each a “Converted PSU”). Each Converted PSU shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company PSU immediately before the Effective Time (aside from terms related to performance vesting that shall no longer be applicable following the Effective Time) except that each Converted PSU shall represent the right to receive an amount in cash, without interest, equal to (A) the total number of shares of Company Common Stock earned under such Company PSU, with performance measured in accordance with the terms of the applicable governing documents (e.g. based on the attainment of the applicable performance metrics through the Closing Date), as determined by the board of directors of the Company or a committee thereof after consultation with Parent restricted stock unit award prior to the Effective Time, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to shares of Parent Common Stock on such Company PSU (the “Company PSU Consideration”), which amounts shall be payable at the same time as under the terms and conditions of the Company PSU, and subject to substantially the same time-vesting terms and conditions as applied to the Company PSU as of immediately before the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any Company equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each Company PSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not expected to be a Continuing Employee (as such term is defined in Section 6.9(a)) shall, automatically and providedwithout any required action on the part of the holder thereof, for clarityvest (if unvested) and be cancelled and converted into the right to receive an amount in cash, that any without interest, equal to the Company PSU that as of immediately prior to the Effective Time is no longer subject to performance criteria, and any Company PSU for which the performance period is deemed completed as a result of the consummation of the Transactions, shall be subject to the treatment described in subsection (b) or (c) above for Company RSUs, as applicable), except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time based on (i) with respect to any Company PSU for which the performance period has not been completed as of the Effective Time, based on target performance, or (ii) with respect to any Company PSU for which the performance period has been completed prior to the Effective Time, based on the actual level of performance (as determined by the Compensation Committee prior to the Effective Time in good faith consistent with past practices) through the end of such performance period (provided, that the Company will consult with Parent in good faith on such determination of actual performance), which for the avoidance of doubt may be zero for any Company PSU that does not satisfy the applicable performance conditions, by (B) the Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded up to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 2.03(e), each Converted PSU shall be subject to the same terms and conditions (including the remaining service-based vesting conditions that would apply with respect to any such Company PSU (or portions thereof) following the completion (or deemed completion) of any applicable performance period), subject to the terms set forth on Section 2.03(e) of the Company Disclosure Letter, and settlement terms applicable to the corresponding Company PSU immediately prior to the Effective Time (including, for the avoidance of doubt, any acceleration benefits that apply to such Company PSU upon a qualifying termination of employment or service pursuant to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)) except as otherwise provided in this Section 2.03(e), for administrative changes, or changes resulting from the Converted PSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted PSU, or to which the holder consentsConsideration.