Company Performance-Based Restricted Stock Units. At the First Effective Time, each restricted stock unit award with respect to shares of Company Common Stock outstanding under any Company Stock Plan that vests based on the achievement of performance goals (each, a “Company PSU Award”) shall, by virtue of the First Merger and without further action on the part of the holder thereof, be assumed by Parent and converted into a restricted unit award (each, an “Assumed PSU Award”) that settles in a number of Parent ADSs equal to the product of the number of shares of Company Common Stock underlying the Company PSU Award (with such number of shares determined by deeming the applicable performance goals to be achieved at the greater of (i) the target level and (ii) the actual level of achievement through the latest practicable date prior to the First Effective Time as determined by the Leadership and Compensation Committee of the Board of Directors of the Company prior to the First Effective Time), subject to a limit of 175% of target for Company PSU Awards granted in 2019 and subject to a limit of 150% of target for Company PSU Awards granted in 2020 multiplied by the Equity Award Exchange Ratio, rounded up to the nearest whole number of shares. Each Assumed PSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU Award (other than performance-based vesting conditions) immediately prior to the First Effective Time (including any terms and conditions relating to accelerated vesting on a termination of the holder’s employment in connection with or following the Merger).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
Company Performance-Based Restricted Stock Units. At the First Effective Time, each restricted stock unit award with respect to shares of Company Common Stock outstanding immediately prior to the First Effective Time under any Company Stock Plan that vests based on the achievement of performance goals a combination of time- and performance-based vesting conditions (each, a “Company PSU Award”) shall, by virtue of the First Merger and without further action on the part of the holder thereof, be assumed by Parent and and, except as otherwise provided in Section 6.01(b) of the Company Disclosure Schedule, converted into a restricted unit award (each, an “Assumed PSU Award”) that settles settles, subject to the achievement of the applicable time-based vesting conditions, in a number of Parent ADSs equal to the product of (x) the number of shares of Company Common Stock underlying the Company PSU Award (with such number of shares determined by deeming the applicable performance goals to be achieved at the greater of (i) the target level and (ii) the actual level of achievement through the latest practicable date prior to the First Effective Time as determined by the Leadership and Compensation Committee of the Board of Directors of the Company prior to the First Effective Time), subject to a limit of 175% of target for Company PSU Awards granted in 2019 and subject to a limit of 150% of target for Company PSU Awards granted in 2020 multiplied by (y) the Equity Award Exchange Ratio, rounded up down to the nearest whole number of shares. Each Assumed PSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company PSU Award (other than performance-based vesting conditions) immediately prior to the First Effective Time (including any terms and conditions relating to accelerated vesting on a qualified termination of the holder’s employment in connection with or following the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terminix Global Holdings Inc)
