Common use of Treatment of Xxxxxxx Performance Stock Units Clause in Contracts

Treatment of Xxxxxxx Performance Stock Units. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Distribution Date and that is held by a Veralto Employee who continues in employment through the Distribution Date, whether vested or unvested, shall be assumed by Veralto at the Distribution Date and converted into a restricted stock unit denominated in shares of Veralto Common Stock (each, a “Veralto Adjusted Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date, except that (i) the performance-based vesting conditions applicable to such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date shall not apply from and after the Distribution Date, and (ii) each grant of Veralto Adjusted Time-Based Restricted Stock Units shall (x) relate to that number of shares of Veralto Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (A) the number of shares of Xxxxxxx Common Stock that were issuable upon the vesting of such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Distribution Date and (B) the Equity Award Adjustment Ratio and (y) be subject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Xxxxxxx Performance Stock Units immediately prior to the Distribution Date.

Appears in 2 contracts

Samples: Employee Matters Agreement (Danaher Corp /De/), Employee Matters Agreement (Veralto Corp)

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Treatment of Xxxxxxx Performance Stock Units. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Distribution Date and that is held by a an Veralto Employee who continues in employment through the Distribution Date, whether vested or unvested, shall be assumed by Veralto at the Distribution Date and converted into a restricted stock unit denominated in shares of Veralto Common Stock (each, a “Veralto Adjusted Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date, except that (i) the performance-based vesting conditions applicable to such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date shall not apply from and after the Distribution Date, and (ii) each grant of Veralto Adjusted Time-Based Restricted Stock Units shall (x) relate to that number of shares of Veralto Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (A) the number of shares of Xxxxxxx Common Stock that were issuable upon the vesting of such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Distribution Date and (B) the Equity Award Adjustment Ratio and (y) be subject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Xxxxxxx Performance Stock Units immediately prior to the Distribution Date.

Appears in 2 contracts

Samples: Employee Matters Agreement (Veralto Corp), Employee Matters Agreement (Veralto Corp)

Treatment of Xxxxxxx Performance Stock Units. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Distribution Date Effective Time and that is held by a Veralto Fortive Employee who continues in employment through the Distribution DateEffective Time, whether vested or unvested, shall be assumed by Veralto at cancelled as of the Distribution Date Effective Time and converted into immediately replaced with a performance-based restricted stock unit denominated in shares share of Veralto Fortive Common Stock granted under the Fortive Stock Plan (each, a “Veralto Adjusted Time-Based Restricted Stock UnitFortive Performance Share”) and that shall continue to have, and be subject to, have the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Xxxxxxx Performance Stock Unit immediately prior to the Distribution DateUnit, except that each grant of Fortive Performance Shares shall (i) the performance-based vesting conditions applicable to such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Date shall not apply from and after the Distribution Date, and (ii) each grant of Veralto Adjusted Time-Based Restricted Stock Units shall (x) relate to that a number of shares of Veralto Fortive Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (Ax) the number of shares of Xxxxxxx Common Stock that were issuable upon the vesting of such the corresponding Xxxxxxx Performance Stock Unit Units immediately prior to the Distribution Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Distribution Date Effective Time and (By) the Equity Award Adjustment Ratio and (yii) be subject to vesting solely based upon (x) the achievement of performance goals that are bifurcated on a pro-rata basis to take into account (1) the portion of the performance period that occurs prior to the Effective Time with respect to the performance goals that applied to the corresponding Xxxxxxx Performance Stock Units immediately prior to the Effective Time and (2) the portion of the performance period that occurs on and following the Effective Time with respect to performance goals relating to Fortive that are determined to apply to such awards prior to the Effective Time, and (y) the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Xxxxxxx Performance Stock Units immediately prior to the Distribution DateEffective Time.

Appears in 2 contracts

Samples: Employee Matters Agreement, Employee Matters Agreement (Fortive Corp)

Treatment of Xxxxxxx Performance Stock Units. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Distribution Date Effective Time and that is held by a Veralto an Envista Employee who continues in employment through the Distribution Effective Time shall remain outstanding in accordance with its terms. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Disposition Date and that is held by an Envista Employee who continues in employment through the Disposition Date, whether vested or unvested, shall be assumed by Veralto Envista at the Distribution Disposition Date and converted into a restricted stock unit denominated in shares of Veralto Envista Common Stock (each, a “Veralto Envista Adjusted Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Xxxxxxx Performance Stock Unit immediately prior to the Distribution Disposition Date, except that (i) the performance-based vesting conditions applicable to such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Disposition Date shall not apply from and after the Distribution Disposition Date, and (ii) each grant of Veralto Envista Adjusted Time-Based Restricted Stock Units shall (x) relate to that number of shares of Veralto Envista Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (A) the number of shares of Xxxxxxx Common Stock that were issuable upon the vesting of such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Disposition Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Distribution Disposition Date and (B) the Equity Award Adjustment Ratio and (y) be subject s ubject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Xxxxxxx Performance Stock Units immediately prior to the Distribution Disposition Date.

Appears in 1 contract

Samples: Employee Matters Agreement (Envista Holdings Corp)

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Treatment of Xxxxxxx Performance Stock Units. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Distribution Date Effective Time and that is held by a Veralto an Envista Employee who continues in employment through the Distribution Effective Time shall remain outstanding in accordance with its terms. Each Xxxxxxx Performance Stock Unit that is outstanding immediately prior to the Disposition Date and that is held by an Envista Employee who continues in employment through the Disposition Date, whether vested or unvested, shall be assumed by Veralto Envista at the Distribution Disposition Date and converted into a restricted stock unit denominated in shares of Veralto Envista Common Stock (each, a “Veralto Envista Adjusted Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Xxxxxxx Performance Stock Unit immediately prior to the Distribution Disposition Date, except that (i) the performance-based vesting conditions applicable to such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Disposition Date shall not apply from and after the Distribution Disposition Date, and (ii) each grant of Veralto Envista Adjusted Time-Based Restricted Stock Units shall (x) relate to that number of shares of Veralto Envista Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (A) the number of shares of Xxxxxxx Common Stock that were issuable upon the vesting of such Xxxxxxx Performance Stock Unit immediately prior to the Distribution Disposition Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Distribution Disposition Date and (B) the Equity Award Adjustment Ratio and (y) be subject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Xxxxxxx Performance Stock Units immediately prior to the Distribution Date.and

Appears in 1 contract

Samples: Employee Matters Agreement (Envista Holdings Corp)

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