Common use of Company Performance-Based Restricted Stock Units Clause in Contracts

Company Performance-Based Restricted Stock Units. Except with respect to the Existing PSU Awards set forth on Section 2.3(b) of the Company Disclosure Schedule, which schedule may be updated by Buyer prior to the Closing to list additional Existing PSU Awards (the “Scheduled PSU Awards”), each Existing PSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof, be cancelled and converted into an award of restricted stock units of Buyer covering a number of shares of Buyer Common Stock, rounded up or down to the nearest whole share, determined by multiplying (i) the number of Company Ordinary Shares subject to such Existing PSU Award immediately prior to the Closing, with performance deemed to have been achieved (for the sole purpose of determining the number of Company Ordinary Shares subject to such Existing PSU Award) at the greater of (A) the value of the performance units subject to such Existing PSU Award based on the level of attainment of the applicable performance goal as of the Effective Time, as determined by the compensation committee of the Company Board of Directors in its reasonable judgment (such value with respect to an Existing PSU Award, the “Achieved PSU Number”)), and (B) the target number of Ordinary Shares subject to such Existing PSU Award, by (ii) the Exchange Ratio (such restricted stock unit of Buyer, a “Converted PSU Award”). Each Converted PSU Award shall (i) be subject to the same time-based vesting conditions that applied to the Existing PSU Award immediately prior to Closing and shall not be subject to any performance-based vesting conditions and (ii) in all other respects be subject to substantially the same terms and conditions applicable to the Existing PSU Award under the applicable Company Stock Plan and Award Agreement governing such Existing PSU Award as in effect immediately prior to Closing; provided, that, each such Converted PSU Award shall immediately become fully vested upon any “Qualifying Termination” of employment as defined in the Award Agreements of the holder thereof. Each Scheduled PSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, for each restricted stock unit subject to such Scheduled PSU Award (which, for this purpose, shall be a number equal to the greater of the Achieved PSU Number and the target number of Ordinary Shares subject to the Scheduled PSU Award) an amount of cash equal to the Cash Value.

Company Performance-Based Restricted Stock Units. Except Each award of performance-based restricted stock units with respect to shares of Company Common Stock (each, a “Company PRSU Award”) (A) designated as a “Special 2016 Performance-Based Restricted Stock Unit” (each, a “2016 SPRSU Award”), (B) granted with respect to the Existing PSU Awards set forth on Section 2.3(b2017-2018 performance period (each, a “2017 PRSU Award”) of the Company Disclosure Schedule, which schedule may be updated by Buyer prior or (C) granted with respect to the Closing to list additional Existing PSU Awards 2018-2019 performance period (the each, a “Scheduled PSU Awards2018 PRSU Award”), in each Existing PSU Awardcase, whether vested or unvested, shall, as of that is outstanding immediately prior to the Effective TimeTime shall, automatically by virtue of the Merger and without any further action on the part of the holder thereof, be cancelled assumed by Parent and converted into an award of restricted stock units of Buyer covering a number of shares of Buyer Common Stockconverted, rounded up or down to the nearest whole share, determined by multiplying (i) the number of Company Ordinary Shares subject to such Existing PSU Award immediately prior to the Closing, with performance deemed to have been achieved (for the sole purpose of determining the number of Company Ordinary Shares subject to such Existing PSU Award) at the greater of (A) the value of the performance units subject to such Existing PSU Award based on the level of attainment of the applicable performance goal as of the Effective Time, into a time-vesting restricted unit award (each, an “Assumed Performance Unit Award”); provided that each Assumed Performance Unit Award shall cover that number of shares of Parent Common Stock equal to the product of (i) either (x) for each 2017 PRSU Award, the number of shares that may be earned under such 2017 PRSU Award based on actual performance as of immediately prior to the Effective Time relative to the previously established performance metrics applicable thereto as determined by the compensation committee Board of Directors of the Company Board of Directors in its reasonable judgment (such value with respect or an authorized committee thereof) prior to an Existing PSU the Effective Time, or (y) for each 2016 SPRSU Award and each 2018 PRSU Award, the “Achieved PSU Number”)), and (B) the target maximum number of Ordinary Shares subject to shares of Company Common Stock that may be earned under such Existing PSU Award, by (ii) the Exchange Ratio (such restricted stock unit of Buyer, a “Converted PSU Award”). Each Converted PSU 2016 SPRSU Award shall (i) be subject to the same time-based vesting conditions that applied to the Existing PSU or 2018 PRSU Award immediately prior to Closing and shall not be subject to any performance-based vesting conditions and (ii) in all other respects be subject to substantially the same terms and conditions applicable to the Existing PSU Award under the applicable Company Stock Plan and Award Agreement governing such Existing PSU Award as in effect immediately prior to Closing; provided, that, each such Converted PSU Award shall immediately become fully vested upon any “Qualifying Termination” of employment as defined in the Award Agreements of the holder thereof. Each Scheduled PSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, automatically assuming maximum performance levels were achieved, multiplied by (ii) the Equity Award Exchange Ratio, with the result rounded to the nearest whole number of shares of Parent Common Stock. Except as provided in this ‎Section 2.5(c), each Assumed Performance Unit Award shall continue to have, and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, for each restricted stock unit subject to such Scheduled PSU Award (which, for this purpose, shall be a number equal subject to, the same terms and conditions as applied to the greater of corresponding 2016 SPRSU Award, 2017 PRSU Award or 2018 PRSU Award, as the Achieved PSU Number case may be, immediately prior to the Effective Time (including terms relating to vesting protection and the target number payout of Ordinary Shares subject accrued and future dividend or other distribution equivalents, and other than with respect to the Scheduled PSU Award) an amount of cash equal to the Cash Value.performance metrics thereunder)

Company Performance-Based Restricted Stock Units. Except Each award of performance-based restricted stock units with respect to shares of Company Common Stock (each, a “Company PRSU Award”) (A) designated as a “Special 2016 Performance-Based Restricted Stock Unit” (each, a “2016 SPRSU Award”), (B) granted with respect to the Existing PSU Awards set forth on Section 2.3(b2017-2018 performance period (each, a “2017 PRSU Award”) of the Company Disclosure Schedule, which schedule may be updated by Buyer prior or (C) granted with respect to the Closing to list additional Existing PSU Awards 2018-2019 performance period (the each, a “Scheduled PSU Awards2018 PRSU Award”), in each Existing PSU Awardcase, whether vested or unvested, shall, as of that is outstanding immediately prior to the Effective TimeTime shall, automatically by virtue of the Merger and without any further action on the part of the holder thereof, be cancelled assumed by Parent and converted into an award of restricted stock units of Buyer covering a number of shares of Buyer Common Stockconverted, rounded up or down to the nearest whole share, determined by multiplying (i) the number of Company Ordinary Shares subject to such Existing PSU Award immediately prior to the Closing, with performance deemed to have been achieved (for the sole purpose of determining the number of Company Ordinary Shares subject to such Existing PSU Award) at the greater of (A) the value of the performance units subject to such Existing PSU Award based on the level of attainment of the applicable performance goal as of the Effective Time, into a time-vesting restricted unit award (each, an “Assumed Performance Unit Award”); provided that each Assumed Performance Unit Award shall cover that number of shares of Parent Common Stock equal to the product of (i) either (x) for each 2017 PRSU Award, the number of shares that may be earned under such 2017 PRSU Award based on actual performance as of immediately prior to the Effective Time relative to the previously established performance metrics applicable thereto as determined by the compensation committee Board of Directors of the Company Board of Directors in its reasonable judgment (such value with respect or an authorized committee thereof) prior to an Existing PSU the Effective Time, or (y) for each 2016 SPRSU Award and each 2018 PRSU Award, the “Achieved PSU Number”)), and (B) the target maximum number of Ordinary Shares subject to shares of Company Common Stock that may be earned under such Existing PSU Award, by (ii) the Exchange Ratio (such restricted stock unit of Buyer, a “Converted PSU Award”). Each Converted PSU 2016 SPRSU Award shall (i) be subject to the same time-based vesting conditions that applied to the Existing PSU or 2018 PRSU Award immediately prior to Closing and shall not be subject to any performance-based vesting conditions and (ii) in all other respects be subject to substantially the same terms and conditions applicable to the Existing PSU Award under the applicable Company Stock Plan and Award Agreement governing such Existing PSU Award as in effect immediately prior to Closing; provided, that, each such Converted PSU Award shall immediately become fully vested upon any “Qualifying Termination” of employment as defined in the Award Agreements of the holder thereof. Each Scheduled PSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, automatically assuming maximum performance levels were achieved, multiplied by (ii) the Equity Award Exchange Ratio, with the result rounded to the nearest whole number of shares of Parent Common Stock. Except as provided in this Section 2.5(c), each Assumed Performance Unit Award shall continue to have, and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, for each restricted stock unit subject to such Scheduled PSU Award (which, for this purpose, shall be a number equal subject to, the same terms and conditions as applied to the greater of corresponding 2016 SPRSU Award, 2017 PRSU Award or 2018 PRSU Award, as the Achieved PSU Number case may be, immediately prior to the Effective Time (including terms relating to vesting protection and the target number payout of Ordinary Shares subject accrued and future dividend or other distribution equivalents, and other than with respect to the Scheduled PSU Award) an amount of cash equal to the Cash Value.performance metrics thereunder)