Common use of Treatment of Restricted Stock Units Clause in Contracts

Treatment of Restricted Stock Units. Immediately prior to the Effective Time, (i) each outstanding award of restricted stock units (“RSUs”) with respect to Shares, including each award of performance-based restricted stock units granted pursuant to a Company Stock Plan (whether or not including a market-based vesting condition) (each, an “RSU Award”) shall be fully vested and (ii) each RSU Award shall be cancelled and, in exchange therefor, each holder of any such cancelled RSU Award shall be entitled to receive, in consideration of the cancellation of such RSU Award and in settlement therefor, a payment in cash of an amount equal to the product of (A) the number of restricted stock units subject to such RSU Award, multiplied by (B) the Merger Consideration, without interest (such amounts payable hereunder, the “RSU Payments”) (less any required Tax withholdings as provided in Section 2.05). In the case of an RSU Award that is subject to performance-based vesting conditions, the number of RSUs deemed to have been earned shall be equal to the target number of RSUs subject to such RSU Award multiplied by the greater of (x) 100% and (y) the total stockholder return multiplier applicable to such RSU Award (up to a maximum of 125% of the target number of RSUs), calculated as of the Closing Date and using the Closing Date as the applicable measurement date, in accordance with the applicable terms of such RSU Award immediately prior to the Effective Time. Following the Effective Time, no such RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of any such RSU Award shall cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 2.03(a) in exchange for such RSU Award in accordance with this Section 2.03(a). Subject to Section 2.03(e) and the requirements of Section 409A of the Code, the consideration payable under this Section 2.03(a) to each former holder of an RSU Award that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than the first regularly scheduled payroll date following the day that is ten (10) Business Days following the Effective Time), net of any Taxes withheld pursuant to Section 2.05.

Treatment of Restricted Stock Units. Immediately Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions to provide that, immediately prior to the Effective Time, (i) each outstanding award of restricted stock units (“RSUs”) with respect to Shares, including each award of performance-based restricted stock units granted pursuant to a Company Stock Plan (whether or not including a market-based vesting condition) Shares (each, an “RSU Award”) granted pursuant to a Company Stock Plan shall be fully vested and (ii) each RSU Award shall be cancelled and, in exchange therefor, each holder of any such cancelled RSU Award shall be entitled to receive, in consideration of the cancellation of such RSU Award and in settlement therefor, a payment in cash of an amount equal to the product of (Ai) the Merger Consideration multiplied by (ii) the number of restricted stock units subject to such RSU Award, multiplied by (B) the Merger Consideration, without interest (such amounts payable hereunder, the “RSU Payments”) (less any required Tax withholdings as provided in Section 2.05). In To the case of extent an RSU Award that is subject to performance-based vesting performance conditions, the number of RSUs deemed that become vested pursuant to have been earned this Section 2.03(b) shall be equal to the target number of RSUs subject to such determined (A) for RSU Award multiplied Awards with a performance period that by the greater of (x) 100% and (y) the total stockholder return multiplier applicable to such RSU Award (up to a maximum of 125% of the target number of RSUs), calculated as of the Closing Date and using the Closing Date as the applicable measurement date, in accordance with the applicable its terms of such RSU Award immediately has ended prior to the Effective Time. Following , based on actual performance through the end of such performance period, and (B) for RSU Awards with a performance period that by its terms has not ended prior to the Effective Time, no such RSU Award that was outstanding immediately prior at 100% of target levels. Prior to the Effective Time Time, the Company shall remain outstandingtake all action that may be necessary (under the Company Stock Plans and otherwise) to effectuate the provisions of this Section 2.03(b) and to ensure that, from and each former holder after the Effective Time, holders of any such RSU Award shall cease to RSUs have any no rights with respect thereto, except the right to receive the consideration set forth thereto other than those specifically provided in this Section 2.03(a) in exchange for such RSU Award in accordance with this Section 2.03(a2.03(b). Subject to Section 2.03(e) and the requirements of Section 409A of the Code, the consideration payable under this Section 2.03(a) to each former holder of an RSU Award that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than the first regularly scheduled payroll date following the day that is ten (10) Business Days following the Effective Time), net of any Taxes withheld pursuant to Section 2.05.

Treatment of Restricted Stock Units. Immediately Each outstanding restricted stock unit that is subject to timed-based vesting conditions (a “Restricted Stock Unit”), that was granted under the Company Stock Plans that is outstanding or payable as of immediately prior to the Effective Time, (i) each outstanding award of restricted stock units (“RSUs”) with respect to Shareswhether vested or unvested, including each award of performance-based restricted stock units granted pursuant to a Company Stock Plan (whether or not including a market-based vesting condition) (each, an “RSU Award”) shall be become fully vested and (ii) each RSU Award shall be cancelled and, in exchange therefor, each holder of any such cancelled RSU Award shall be entitled to receive, in consideration of the cancellation of such RSU Award and in settlement therefor, a payment in cash of an amount equal to the product of (A) the number of restricted stock units subject to such RSU Award, multiplied by (B) the Merger Consideration, without interest (such amounts payable hereunder, the “RSU Payments”) (less any required Tax withholdings as provided in Section 2.05). In the case of an RSU Award that is subject to performance-based vesting conditions, the number of RSUs deemed to have been earned shall be equal extent unvested or to the target number of RSUs subject to extent such RSU Award multiplied by the greater of (xRestricted Stock Unit would not otherwise vest) 100% and (y) the total stockholder return multiplier applicable to such RSU Award (up to a maximum of 125% of the target number of RSUs), calculated shall terminate and be automatically cancelled as of the Closing Date and using the Closing Date as the applicable measurement date, in accordance with the applicable terms of such RSU Award immediately prior to the Effective TimeTime in exchange for the right to receive a lump sum cash payment in the amount equal to (i) the number of Shares underlying such Restricted Stock Unit, multiplied by (ii) the Merger Consideration. Following the Effective Time, no such RSU Award Restricted Stock Unit that was outstanding immediately prior to the Effective Time shall remain outstanding, outstanding and each former holder of any such RSU Award Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 2.03(a3.5(b) in exchange for such RSU Award Restricted Stock Unit in accordance with this Section 2.03(a3.5(b). Subject to Section 2.03(e) and the requirements Parent shall, or, if applicable, shall cause one of Section 409A of the Codeits Subsidiaries to, pay the consideration payable under this Section 2.03(a3.5(b) to each former holder of an RSU Award a Restricted Stock Unit that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than the first regularly scheduled payroll date following the day that is ten (10) Business Days following the Effective Timecalendar days thereafter), net of any Taxes withheld pursuant to Section 2.053.2(f).

Treatment of Restricted Stock Units. Immediately Prior to the Effective Time, the Company’s board of directors (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, (i) each outstanding award of restricted stock units (including, for the avoidance of doubt, each award of performance share units) (“RSUs”) with in respect to Shares, including each award of performance-based restricted stock units Shares granted pursuant to a Company Stock Plan (whether or not including a market-based vesting condition) that is outstanding immediately prior to the Effective Time (each, an “RSU Award”) (i) shall be fully vested and vested, (ii) each any performance conditions applicable to such RSU Award (whether or not the performance period has been completed) shall be deemed to be achieved at the greater of (A) actual performance achieved as of the day immediately prior to the Closing Date and (B) the target level of performance, and (iii) shall be cancelled by virtue of the Merger and without any action on the part of the holder thereof and, in exchange therefor, each holder of any such cancelled RSU Award shall be entitled to receive, in consideration of the cancellation of such RSU Award and in settlement therefor, a payment in cash of an amount equal to the product of (Ay) the Merger Consideration multiplied by (z) the number of restricted stock units Shares subject to such RSU Award or, in the case of a performance-based RSU Award, multiplied by (B) the Merger Considerationnumber of Shares earned or deemed earned with respect to such RSU Award as provided herein, without interest (such amounts payable hereunder, the “RSU Payments”) (less any required Tax withholdings as provided in Section 2.05). In the case of an RSU Award that is subject to performance-based vesting conditions, the number of RSUs deemed to have been earned shall be equal to the target number of RSUs subject to such RSU Award multiplied by the greater of (x) 100% From and (y) the total stockholder return multiplier applicable to such RSU Award (up to a maximum of 125% of the target number of RSUs), calculated as of the Closing Date and using the Closing Date as the applicable measurement date, in accordance with the applicable terms of such RSU Award immediately prior to the Effective Time. Following after the Effective Time, no such RSU Award that was outstanding immediately prior to the Effective Time shall remain be outstanding, and each former holder of any such RSU Award holder shall cease be entitled only to have any rights with respect thereto, except the right to receive the consideration set forth payment provided for in this Section 2.03(a) in exchange for such RSU Award in accordance with this Section 2.03(a2.03(c). Subject to Section 2.03(e) and the requirements of Section 409A of the Code, the consideration payable under this Section 2.03(a) to each former holder of an RSU Award that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than the first regularly scheduled payroll date following the day that is ten (10) Business Days following the Effective Time), net of any Taxes withheld pursuant to Section 2.05.