Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
RemainCo shall have the meaning set forth in the Preamble.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Unvested Company Option means any Company Option that is not a Vested Company Option.
Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.
U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.
Company RSU means each restricted stock unit award relating to shares of Company Common Stock granted under any Company Equity Plan that is outstanding immediately prior to the Effective Time and subject solely to service-based vesting requirements.
SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.
SpinCo shall have the meaning set forth in the Preamble.
Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
PSU means Public Sector Undertaking
RSU means a contractual right granted pursuant to Section 9 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
RSU Award or “RSU” means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Employee Option means an Option granted pursuant to Section 5.
SARS means the South African Revenue Service.
SAR means a stock appreciation right granted under the Plan.
Company PSU means a restricted stock unit with respect to Common Stock that was granted subject to performance-based vesting conditions.
Tandem SAR means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).
Share Appreciation Right means the right pursuant to an Award granted under Section 8 below to receive an amount equal to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.