Buyer Retention Program Sample Clauses

Buyer Retention Program. As promptly as practicable after the Closing, subject to the approval of ▇▇▇▇▇’s board of directors, Buyer shall grant an award of restricted stock units (“Buyer RSUs”) under the Buyer Equity Incentive Award Plan, as amended and restated, in respect of each Forfeited Seller Equity Award held by a Continuing Company Associate immediately prior to the Closing. The number of shares of Buyer common stock subject to each such Buyer RSU will equal the Forfeited Seller PSU Value, the Forfeited Seller RSU Value or the Forfeited Promised Equity Award Value, as applicable, for each Forfeited Seller Equity Award held by a Continuing Company Associate immediately prior to the Closing, divided by the Buyer Fair Market Value. Unless a different vesting schedule is required to comply with Applicable Law or is advisable for tax or administrative reasons, each Buyer RSU will vest on the vesting schedule in effect for the equivalent Forfeited Seller Equity Award, except that the vesting schedule shall be modified, to the extent necessary, to provide that the vesting shall only occur on the 15th day of a month. Notwithstanding the foregoing, each Buyer RSU in respect of a Forfeited Seller PSU will vest solely on the basis of continued service through the end of the appliable performance period in effect for the equivalent Forfeited Seller PSU (or, if longer, any applicable service-based vesting period following the applicable performance period in effect for the Forfeited Seller PSU), and shall be modified, to the extent necessary, to provide that the vesting shall only occur on the 15th day of a month. For a limited period of time following the Closing, Buyer may elect to settle any Buyer RSUs in cash, or to grant an equivalent cash amount payable in the form of a deferred cash award. Any cash-settled Buyer RSU or deferred cash award shall reduce the value of the underlying Buyer RSU.