MEGTEC Performance RSUs Sample Clauses

MEGTEC Performance RSUs. Each grantee under the RemainCo Legacy Equity Plans who holds, as of the Distribution Date, one or more cash-settled performance-based restricted stock units listed on Schedule 3.5(e) (“MEGTEC Performance RSUs”) shall receive, effective as of the Distribution Date and immediately prior to the Distribution, as a replacement award in substitution for each such MEGTEC Performance RSU (which shall be cancelled), a number of cash-settled performance-based restricted stock units with respect to shares of SpinCo Common Stock (“Replacement MEGTEC Performance RSUs”) under the SpinCo New Equity Plan having a value immediately after the Distribution Date equal to the value of the shares of RemainCo Common Stock subject to the MEGTEC Performance RSU (calculated using the Pre-Distribution RemainCo Share Price), as calculated pursuant to the following provisions. In each case, the number of Replacement MEGTEC Performance RSUs shall be equal to (x) divided by (y), where (x) is the Pre-Distribution RemainCo Share Price multiplied by the number of MEGTEC Performance RSUs that are being cancelled and replaced pursuant to this Section 3.5(e), and (y) is the Post-Distribution SpinCo Share Price, with the resulting number of Replacement MEGTEC Performance RSUs being rounded up or down to the nearest whole unit. Except as provided in the foregoing provisions of this Section 3.5(e), Replacement MEGTEC Performance RSUs shall be granted on terms which are in all material respects identical (including with respect to vesting and performance conditions) to the terms of the MEGTEC Performance RSUs which they replace.