Common use of Company PSU Awards Clause in Contracts

Company PSU Awards. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of a Company PSU Award, each Company PSU Award, whether vested or unvested (and provided, for clarity, that any such award that as of immediately prior to the Effective Time no longer is subject to performance criteria shall be subject to the treatment described in subsection (b) above for Company RSU Awards), that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and automatically be converted into a Parent restricted share unit award with respect to shares of Parent Common Stock under the Parent Equity Plan on the same terms and conditions as applied to the Company PSU Award as of immediately prior to the Effective Time, except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Effective Time as determined in accordance with the requirements of the applicable award agreement governing the terms of such Company PSU Award (provided, that the Company will consult with Parent in good faith on any determination of actual performance required to be measured by the compensation committee of the Company Board of Directors under the terms of such award agreement), by (B) the Equity Award Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded down to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 1.8(c), each Converted PSU shall be subject to the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company PSU Award immediately prior to the Effective Time except as otherwise provided in this Section 1.8(c), or for administrative changes that are not adverse to the holder of such Converted PSU or to which the holder consents in writing.

Company PSU Awards. At the (i) Effective Time, by virtue of the Merger and without any action on the part of the holder of a Company PSU Award, each Company PSU Award, whether vested or unvested (and provided, for clarity, that any such award that as of immediately prior to the Effective Time no longer is subject to performance criteria shall be subject to the treatment described in subsection (b) above for Company RSU Awards), that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and automatically be converted into a Parent restricted share unit award with respect to shares of Parent Common Stock under the Parent Equity Plan on the same terms and conditions as applied to the Company PSU Award as of immediately prior to the Effective Time, except each Company PSU Award that remains outstanding immediately prior thereto (other than the aggregate number Company PSU Awards set forth on Section 3.05(c)(i) of shares the Company Disclosure Letter (the “Scheduled Company PSU Awards”)) shall by virtue of Parent Common Stock underlying such award will the Merger automatically and without any action on the part of Parent, Merger Sub, the Company or the holders thereof or any other Person, be determined cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive a Contingent Cash Award in an amount in cash (without interest) equal to the product obtained by multiplying (Ai) the aggregate number of shares of Company Common Stock subject to underlying such Company PSU Award immediately prior (with any performance-based goals deemed to be achieved at the Effective Time “target” level of performance or based on the actual level of achievement of performance goals, as determined set forth in accordance with the requirements terms of the applicable award agreement governing Company PSU Award agreement) and (ii) the terms Merger Consideration (the “PSU Consideration” and, together with the RSU Consideration, the “PSU/RSU Consideration”), less any applicable withholding Taxes. Such Contingent Cash Award shall vest and become payable pursuant to the same time-vesting schedule applicable to the Company PSU Award from which it was converted (including, for the avoidance of doubt, pursuant to any accelerated vesting terms), subject to the holder’s continued employment with or service to Parent and its Subsidiaries (including the Surviving Corporation) through the applicable vesting date. Parent shall cause the PSU Consideration to be paid to each holder of such Company PSU Award through the payroll system of the Surviving Corporation or the applicable Subsidiary as soon as practicable following the date on which such PSU Consideration becomes due (and in no event later than the next regularly scheduled payroll run of the Surviving Corporation or the applicable Subsidiary occurring at least five (5) Business Days following such date); provided, however, that such payment shall be made at such other time or times following the Company will consult Closing Date consistent with Parent in good faith on any determination of actual performance required to be measured by the compensation committee terms of the Company Board of Directors under the terms of such award agreement), by (B) the Equity PSU Award Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded down to the nearest whole share extent necessary to avoid the imposition of Parent Common Stock. As additional income tax under Section 409A of the conversion pursuant to this Section 1.8(c), each Converted PSU shall be subject to the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company PSU Award immediately prior to the Effective Time except as otherwise provided in this Section 1.8(c), or for administrative changes that are not adverse to the holder of such Converted PSU or to which the holder consents in writingCode.

Company PSU Awards. At Immediately prior to the Merger Effective Time, by virtue each award of performance stock units that corresponds to shares of Company Common Stock (whether vested or unvested) granted under a Company Equity Plan that is outstanding immediately prior to the Merger Effective Time (each, a “Company PSU Award”) shall, at the Merger Effective Time automatically, and without any action on the part of New PubCo, the Company or any holder thereof, fully vest (with any performance- based vesting conditions for such awards held by then-current (as of Closing) employees of the Company and its Subsidiaries deemed achieved at the maximum performance level) and be cancelled, and in exchange therefor, New PubCo shall issue to the holder of thereof a Company PSU Award, each Company PSU Award, whether vested or unvested (and provided, for clarity, that any such award that as of immediately prior to the Effective Time no longer is subject to performance criteria shall be subject to the treatment described in subsection (b) above for Company RSU Awards), that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and automatically be converted into a Parent restricted share unit award with respect to shares of Parent Common Stock under the Parent Equity Plan on the same terms and conditions as applied to the Company PSU Award as of immediately prior to the Effective Time, except that the aggregate number of shares of Parent New PubCo Class A Common Stock underlying such award will (together with any cash to be determined by multiplying paid in lieu of fractional shares of New PubCo Class A Common Stock in accordance with Section 3.5(h)) equal to the product of (Ax) the number of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Merger Effective Time as determined and (y) the Exchange Ratio, reduced by any applicable Tax withholding ; provided, that, (i) to the extent that insufficient shares are available under a Company Equity Plan immediately prior to the Merger Effective Time to deem such Company PSU Awards to have been achieved at the maximum performance level, then an amendment to such Company Equity Plan to increase the number of shares available may be sought in accordance with Section 6.5 of this Agreement, and (ii) to the requirements of extent that, for any reason, such an amendment is not adopted and insufficient shares remain available, then such Company PSU Awards shall receive appropriate cash consideration as set forth under such Company Equity Plan or the applicable award agreement governing the terms of such Company PSU Award (provided, except that any performance-based vesting conditions shall be deemed achieved at the Company will consult with Parent in good faith on any determination greater of the target performance level or actual performance required to be measured by through the compensation committee of the Company Board of Directors under the terms of such award agreementClosing Date), by (B) the Equity Award Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded down to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 1.8(c), each Converted PSU shall be subject to the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company PSU Award immediately prior to the Effective Time except as otherwise provided in this Section 1.8(c), or for administrative changes that are not adverse to the holder of such Converted PSU or to which the holder consents in writing.

Company PSU Awards. At Effective as of immediately prior to the Effective Time, each Company PSU Award that remains outstanding immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of the Company, Parent or the holder thereof, be cancelled and terminated and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the sum of a (i) the number of Company Shares underlying such Company PSU Award, each Company PSU Award, whether vested or unvested (and provided, Award for clarity, that any such award that which the applicable performance condition has been achieved prior to the Effective Time but which remain subject to service-based vesting as of immediately prior to the Effective Time no longer is subject to performance criteria shall be subject to in accordance with the treatment described in subsection terms of the Company PSU Award, if any, plus (bii) above for Company RSU Awards), that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and automatically be converted into a Parent restricted share unit award with respect to shares any portion of Parent Common Stock under the Parent Equity Plan on the same terms and conditions as applied to the Company PSU Award as of immediately prior to the Effective Time, except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to such Company PSU Award immediately prior the vesting of which remains subject to achievement of performance objectives, the Effective Time number of Company Shares that vest as a result of the Merger as determined in accordance with the requirements of terms and conditions applicable to the Company PSU Award, by (y) the Merger Consideration (the “PSU Consideration”), less any applicable award agreement governing withholding Taxes. Parent shall cause the terms PSU Consideration to be paid to each holder of such Company PSU Award (provided, that through the Company will consult with Parent in good faith on any determination of actual performance required to be measured by the compensation committee payroll system of the Company Board Surviving Corporation or the applicable Subsidiary as soon as practicable following the Closing Date (and in no event later than the next regularly scheduled payroll run of Directors under the terms of such award agreementSurviving Corporation or the applicable Subsidiary occurring at least five (5) Business Days following the Closing Date), by (B) the Equity Award Exchange Ratio (as converted, a “Converted PSU”), with any resulting fractional share rounded down . Notwithstanding anything to the nearest whole share of Parent Common Stock. As of the conversion pursuant to this Section 1.8(c), each Converted PSU shall be subject to the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company PSU Award immediately prior to the Effective Time except as otherwise provided contrary in this Section 1.8(c)2.7(f) or any other provision of the Agreement, or for administrative changes the aggregate number of Company Shares underlying Company PSU Awards that are not adverse shall be cancelled and terminated and converted into the right to the holder of such Converted receive PSU or to which the holder consents Consideration under this Agreement shall in writingno event exceed 1,308,054 Company Shares.

Company PSU Awards. (i) At the Effective Time, by virtue each performance stock unit award, whether or not granted under the Company Stock Plans (any such unit, a “Company PSU Award”), that was granted on or after January 1, 2023 to an employee of the Merger and without Company or its Subsidiaries who is not a party to a change in control severance agreement with the Company or its Subsidiaries (any action on the part of the holder of such agreement, a “Change in Control Agreement”) (any such Company PSU Award, each a “Specified Company PSU Award, whether vested or unvested (and provided, for clarity, that any such award that as of immediately prior to the Effective Time no longer is subject to performance criteria shall be subject to the treatment described in subsection (b) above for Company RSU Awards”), that is outstanding as of immediately prior to the Effective Time Time, shall be assumed cancelled by Parent virtue of the Merger without any action on the part of any holder or beneficiary thereof and automatically be converted into a Parent restricted share unit award shall entitle the holder to receive an unvested amount in cash (without interest and subject to applicable withholding Taxes) from the Surviving Corporation with respect to shares of Parent Common Stock under the Parent Equity Plan on the same terms and conditions as applied thereto equal to the Company PSU Award as product of immediately prior to the Effective Time, except that the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A1) the number of shares of Company Common Stock that would have vested pursuant to the terms of such Specified Company PSU Award, assuming that any performance based vesting conditions applicable to such Specified Company PSU Award for any performance period that has not been completed as of the Effective Time are achieved at target performance levels, and (2) the Transaction Consideration, vesting, subject to the continued service of the former holder of such Specified Company PSU Award with Parent and its Affiliates (including the Surviving Corporation), on the same time-based vesting schedule and otherwise on substantially the same terms as the corresponding Specified Company PSU Award (as provided for in the 2015 Equity Incentive Plan and the underlying award agreements, in each case as in effect as of the date of this Agreement, the terms of which shall survive the Closing with respect to such Company PSU Award immediately prior Award), except for any performance-vesting conditions and as otherwise provided for in this Section 2.3(b)(i). Each portion of such cash amount that vests shall be payable on or before the later of (x) five (5) Business Days following such vesting date and (y) the Surviving Corporation’s first payroll date following such vesting date(s); provided, however, that to the Effective Time extent that any Specified Company PSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as determined amended (the “Code”), such cash payment shall be paid in accordance with the requirements of applicable award’s terms (including any deferral elections) and at the applicable award agreement governing the terms of such Company PSU Award (provided, that the Company will consult with Parent in good faith on any determination of actual performance required to be measured by the compensation committee of the Company Board of Directors earliest time permitted under the terms of such award agreement)that will not result in the application of a Tax or penalty under Section 409A of the Code, by (B) the Equity Award Exchange Ratio (as converted, a “Converted PSU”), including payment in accordance with any resulting fractional share rounded down to the nearest whole share of Parent Common Stock. As applicable exception or permitted payment event under Section 409A of the conversion pursuant to this Code and Section 1.8(c), each Converted PSU shall be subject to 1.409A-3(j) of the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company PSU Award immediately prior to the Effective Time except as otherwise provided in this Section 1.8(c), or for administrative changes that are not adverse to the holder of such Converted PSU or to which the holder consents in writingTreasury Regulations.