Common use of Unvested Company PSUs Clause in Contracts

Unvested Company PSUs. Each Company PSU that is unexpired and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to (A) the amount of the Per Share Price multiplied by (B) the total number of shares of Company Common Stock that would be issued to the holder of such Company PSU pursuant to the terms of the applicable Company PSU agreement based on actual performance of the performance objectives if the applicable performance period specified in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with the Parent Entities and their Affiliates (including the Surviving Entities and their Subsidiaries) through the end of the original performance period specified in the Company PSU agreement, vest and be payable within 30 days following the end of such original performance period. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vesting) as applied to the Unvested Company PSUs for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.

Unvested Company PSUs. Each Company PSU that is unexpired and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a right to receive an amount in cash, without interestinterest thereon and subject to applicable withholding Taxes, equal to (A) the amount of the Per Share Price multiplied by (B) the total number of shares of Company Common Stock that would be issued subject to such Unvested Company PSU immediately prior to the holder of such Company PSU pursuant to the terms of the applicable Company PSU agreement based on actual performance of the performance objectives if the applicable performance period specified in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date Effective Time (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with the Parent Entities and their or its Affiliates (including the Surviving Entities and their Corporation or its Subsidiaries) through the end of the original performance period specified in the Company PSU agreementapplicable vesting dates, vest and be payable within 30 days following at the end same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of such original performance perioddoubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof). All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vestingvesting and any applicable performance conditions) as applied to the Unvested Company PSUs PSU for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.

Unvested Company PSUs. Each Company PSU that is unexpired and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a converted into and will become the right to receive an amount in cash, without interestinterest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the amount of the Per Share Price multiplied by and (Bii) the total number of shares of Company Common Stock that would be issued subject to such Unvested Company PSU as of immediately prior to the holder of such Company PSU pursuant to the terms of the applicable Company PSU agreement based on actual performance of the performance objectives if the applicable performance period specified in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date Effective Time (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with Parent or its Subsidiaries (including, following the Parent Entities and their Affiliates (including Effective Time, the Surviving Entities and their Corporation or its Subsidiaries) through the end of the original performance period specified in the Company PSU agreementapplicable vesting dates, vest and be payable within 30 days following at the end same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof); provided, that to the extent any Unvested Company PSU remains outstanding and subject to such performance vesting conditions as of immediately prior to the Effective Time, the performance metrics of such original Unvested Company PSU will be deemed achieved at actual levels of performance periodeffective as of the Effective Time, to be measured with pro-ration based on the portion of the performance period that has elapsed prior to the Effective Time, in good faith by the compensation committee of the Company Board as of immediately prior to the Effective Time. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, including with respect to time-based vesting) as applied to the any Unvested Company PSUs PSU for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.

Unvested Company PSUs. Each Company PSU that is unexpired unexpired, unexercised, and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company PSU (an the “Unvested Company PSUPSUs”) shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to (A) the amount of the Per Share Price multiplied by (B) the total number of shares of Company Common Stock that would be issued subject to such Unvested Company PSU immediately prior to the holder Effective Time (which shall be (x) 100% of such the target number of shares of Company Common Stock subject to the Unvested Company PSU, if the Effective Time occurs prior to December 31, 2018, or (y) if the Effective Time occurs on or after December 31, 2018, then 100% of the number of shares of Company Common Stock subject to the Unvested Company PSU pursuant that become eligible to the terms of vest (referred to as Eligible Units in the applicable Company PSU agreement based agreement) upon measurement, by the Company Board or its Compensation Committee on or before the Closing Date, of actual performance of achieved against the relevant performance objectives if criteria under the applicable performance period specified in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date agreement) (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with the Parent Entities and their its Affiliates (including the Surviving Entities Corporation and their its Subsidiaries) through the end of the original performance period specified in the Company PSU agreementapplicable vesting dates, vest and be payable within 30 days following at the end of same time as the Unvested Company PSUs for which such original performance periodCash Replacement PSU Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vestingvesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the Unvested Company PSUs for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amounts).

Unvested Company PSUs. Each compensatory performance stock unit with respect to shares of Company PSU Stock that is unexpired subject to both time-based and performance-based vesting conditions (a “Company PSU”) and is outstanding as of and unvested immediately prior to the Company Merger Effective Time that is and does not a Vested Company PSU vest by its terms at the Effective Time (an “Unvested Company PSU”) shall be cancelled converted into a restricted stock unit (each, an “Adjusted PSU”) with the same terms and replaced with a right conditions as were applicable under such Unvested Company PSU immediately prior to receive an amount in cashthe Effective Time (except that the performance-based vesting conditions applicable to such Unvested Company PSU immediately prior to the Effective Time shall not apply from and after the Effective Time), without interest, and relating to the number of shares of Parent Common Stock equal to the product of (Ai) the amount of the Per Share Price multiplied by (B) the total number of shares of Company Common Stock that would be issued subject to such Unvested Company PSU immediately prior to the holder Effective Time multiplied by (ii) the Stock Award Exchange Ratio, with any fractional shares rounded to the next whole number of shares; provided, that for this purpose, the number of shares subject to each Unvested Company PSU that is subject to a performance condition for which the performance period is greater than one year shall be the number of shares of Company Stock earned based on the level of achievement of such Company PSU pursuant to the terms of the applicable Company PSU agreement based on actual performance of the performance objectives if the applicable performance period specified condition measured, in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service a manner that is consistent with the Parent Entities and their Affiliates (including Company’s past practice regarding the Surviving Entities and their Subsidiaries) methodology for such measurement, through the end of the original performance period specified calendar quarter immediately preceding the calendar quarter in which the Closing Date occurs (as determined by the Compensation Committee of the Company PSU agreementBoard prior to the Closing Date), vest and but shall not be payable within 30 days following less than the end target number of such original performance periodshares of Company Stock. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, Any accrued but unpaid dividend equivalents with respect to vesting) as applied any Unvested Company PSU will be assumed and become an obligation with respect to the Unvested Company PSUs for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amountsapplicable Adjusted PSU.

Unvested Company PSUs. Each Company PSU that is unexpired and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a converted into and will become the right to receive an amount in cash, without interestinterest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the amount of the Per Share Price multiplied by and (Bii) the total number of shares of Company Common Stock that would be issued subject to such Unvested Company PSU as of immediately prior to the holder of such Company PSU pursuant to the terms of the applicable Company PSU agreement based on actual performance of the performance objectives if the applicable performance period specified in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date Effective Time (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with the Parent Entities and their or its Affiliates (including the Surviving Entities and their Corporation or its Subsidiaries) through the end of the original performance period specified in the Company PSU agreementapplicable vesting dates, vest and be payable within 30 days following at the end same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof); provided, that to the extent any Unvested Company PSU remains outstanding and subject to such performance vesting conditions as of immediately prior to the Effective Time, the performance metrics of such original Unvested Company PSU will be deemed achieved at target levels of performance periodeffective as of the Effective Time, to be measured, without any pro-ration, by the compensation committee of the Company Board as of immediately prior to the Effective Time. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to time-based vesting) as applied to the Unvested Company PSUs PSU for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.