Common use of Performance Stock Units Clause in Contracts

Performance Stock Units. (a) As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with all other terms of the original CSC Equity Plan awards, and each of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of shares of CSRA Common Stock subject to each such CSRA PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole share. (c) As of the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the CSRA Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, in its sole discretion.

Performance Stock Units. Executive’s Western Digital performance stock units (a“PSUs”) As granted on September 17, 2015 that were outstanding and unvested as of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs Separation Date shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target become payable with respect to PSUs granted in fiscal year 2014; fifty percent (50%) the number of the PSUs granted in fiscal year 2014 had stock units previously vested, and (ii) seventy percent (70%) of target credited with respect to the award by the Compensation Committee of the Board of Directors of Western Digital in the ordinary course (as well as any accrued dividend equivalents thereon, to the extent applicable), in accordance with each applicable Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – Executives and Standard Terms and Conditions for Performance Stock Unit Awards – Executives. In addition, Executive’s PSUs granted in fiscal year 2015; twenty-five percent (25%) on August 2, 2017 that were outstanding and unvested as of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which Separation Date shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, become payable at the target number of stock units subject to the continued employment of award (as well as any accrued dividend equivalents thereon, to the recipient through the applicable settlement date, and extent applicable) in accordance with all other terms of the original CSC Equity Plan awards, and each of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable dividend associated with such shares Notice of Grant of Stock Units and Performance Stock Unit Award Agreement – Executives and Standard Terms and Conditions for Performance Stock Unit Awards – Executives. In addition, Executive’s PSUs granted on August 30, 2018 that were outstanding and unvested on the Separation Date shall be prorated and will vest become vested and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted payable on the Distribution Date into an adjusted CSC PSU August 30, 2021 (the “Adjusted CSC PSU”), subject scheduled vesting date) with respect to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares stock units credited by the Compensation Committee of CSC Common the Board of Directors of Western Digital in the ordinary course (as well as any accrued dividend equivalents thereon, to the extent applicable), and prorated as referenced above, in accordance with the Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement (for each Financial and TSR Measures) and Standard Terms and Conditions for Performance Stock Unit Award (for each Financial and TSR Measures). All outstanding PSUs held by the Executive shall continue to accrue dividends until such PSUs are paid and settled. PSU payments will be subject to each such Adjusted CSC PSU shall be equal applicable tax withholding in accordance with the applicable award terms and conditions. Any PSUs that remained unvested as of the Separation Date (and are not to (Avest on August 30, 2021) the number of shares of CSC Common Stock subject after giving effect to the corresponding CSC PSU immediately prior to acceleration contemplated by the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number preceding provisions of shares of CSRA Common Stock subject to each such CSRA PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole share. (c) As this Section 2(a).F terminated as of the Effective Time, the performance measures applicable to each outstanding PSUs granted Separation Date and Executive shall have no further right with respect thereto or in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the CSRA Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, in its sole discretionrespect thereof.

Performance Stock Units. The Executive’s outstanding restricted stock unit awards subject to performance-based vesting conditions (“PSU Awards”) shall be treated as follows: (a) As Each PSU Award granted in 2019 (each, a “2019 PSU Award”) shall remain outstanding and shall remain eligible to vest in accordance with the terms of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under applicable award agreement as if the CSC Equity Plans Executive had remained in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) active service as an employee of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient Company through the applicable settlement dateperformance period, vesting date and in accordance with all other terms of the original CSC Equity Plan awards, and performance certification for each of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed2019 PSU Award. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of The shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock TMHC common stock subject to the corresponding CSC 2020 and 2021 tranches of each PSU immediately prior Award granted in 2020 (each, a “2020 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the Effective Time divided by (B) terms of the CSC Ratioapplicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, with any fractional share rounded down vesting date and performance certification for each such 2020 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the nearest whole share; (ii) 2022 tranche of the number of 2020 PSU Awards and the shares of CSRA Common Stock TMHC common stock subject to each such CSRA PSU tranche shall be equal to (A) forfeited in their entirety as of the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole shareRetirement Date. (c) As The shares of TMHC common stock subject to the 2021 tranche of the Effective TimePSU Award granted in 2021 (the “2021 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the performance measures applicable Executive shall not be eligible to each outstanding PSUs granted earn or vest in fiscal year 2016 held by a CSC Group Employee the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, forfeited in their entirety as determined by the compensation committee of the BoardRetirement Date. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in its sole discretion; the performance measures applicable to Section 9 of this Agreement, each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee Award Agreement shall be adjusted pursuant deemed amended to the CSRA Equity Plan remove all references to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, and all provisions that pertain to a “Change in its sole discretionControl.”

Performance Stock Units. The Executive currently holds awards in respect of an aggregate of 24,648 performance stock units (a) As assuming that performance were to be achieved at target levels of the Effective Time, each ongoing performance period relating performance). The Company agrees to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of take such steps as are necessary such that (i) two hundred percent the Pro-Rated Portion (200%as defined below) of target with respect such performance stock units shall remain outstanding until the date on which such awards would otherwise be eligible to PSUs granted in fiscal year 2014; fifty percent vest, had the Executive continued to be employed (50%the “PSU Vesting Date”), (ii) as of the PSUs granted PSU Vesting Date, the Executive shall become vested in fiscal year 2014 the number of performance stock units that would have vested had previously vestedthe Executive's employment continued until the PSU Vesting Date times a fraction (the “Pro-Ration Fraction”), the numerator of which is the number of days in the applicable performance period through the Separation Date and the denominator of which is the total number of days in such performance period, and (iiiii) seventy percent (70%) any such vested performance stock units shall be settled in shares of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) common stock of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and Company in accordance with all other the terms governing those awards and not later than the date on which performance stock units in respect of the original CSC Equity Plan awardssame performance period held by continuing employees are settled, and each which is scheduled to be March 21 of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive year following the end of the applicable dividend associated with such shares and will vest and be distributed at performance period. The Pro-Rated Portion shall mean the same time as sum of the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: products of (i) the number of shares performance share units outstanding on the Separation Date (which, for purposes of CSC Common Stock subject to each such Adjusted CSC PSU this calculation, shall be equal stated assuming target levels of performance) in respect of each separate award made to the Executive times (Aii) the Pro-Ration Fraction applicable to such award. All of Executive's performance stock units which are in excess of the Pro-Rated Portion shall be forfeited at the Separation Date. Any performance stock units included in the Pro-Rated Portion that do not vest at the applicable PSU Vesting Date (because performance during the applicable performance period is below target) shall be forfeited on the PSU Vesting Date. If performance during an applicable performance period exceeds target, the number of shares of CSC Common Stock subject payable in respect to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) Pro-Rated Portion would exceed the number of shares of CSRA Common Stock subject to each such CSRA PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole share. (c) As of the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Datepayable at target performance, as determined by in accordance with the compensation committee otherwise applicable terms of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the CSRA Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, in its sole discretionsuch awards.

Performance Stock Units. Executive’s performance stock units (a“PSUs”) As of granted on August 30, 2018 that are outstanding and unvested on the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 Separation Date shall be deemed completedprorated and will become vested on August 30, and any outstanding PSUs shall vest and be settled with 2021 (the achievement of applicable performance measures deemed to have been satisfied at a level of (ischeduled vesting date) two hundred percent (200%) of target with respect to the number of stock units credited by the Compensation and Talent Committee of the Board of Directors of Western Digital in the ordinary course (as well as any accrued dividend equivalents thereon, to the extent applicable), and prorated as referenced above, in accordance with the Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement (for each Financial and TSR Measures) and Standard Terms and Conditions for Performance Stock Unit Award (for each Financial and TSR Measures). In addition, Executive’s PSUs granted in fiscal year 2014; fifty percent on September 4, 2019 that are outstanding and unvested on the Separation Date shall be prorated and will become vested on September 4, 2022 (50%the scheduled vesting date) of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) the number of stock units credited by the Compensation and Talent Committee of the PSUs granted Board of Directors of Western Digital in fiscal year 2015 had previously vestedthe ordinary course (as well as any accrued dividend equivalents thereon, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement dateextent applicable), and prorated as referenced above, in accordance with all other the Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement (for each Financial and TSR Measures) and Standard Terms and Conditions for Performance Stock Unit Award (for each Financial and TSR Measures). PSU payments will be subject to applicable tax withholding in accordance with the applicable award terms and conditions. Any PSUs that remain unvested as of the original CSC Equity Plan awardsSeparation Date (and are not to vest on August 30, 2021 and each September 4, 2022, respectively) after giving effect to the acceleration contemplated by the preceding provisions of this Section 2(a).F shall terminate as of the time-vesting CSC RSUs Separation Date and time-vesting CSRA RSUs will receive the applicable dividend associated Executive shall have no further right with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributedrespect thereto or in respect thereof. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of shares of CSRA Common Stock subject to each such CSRA PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole share. (c) As of the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the CSRA Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, in its sole discretion.

Performance Stock Units. (i) The number of Performance Stock Units earned by the Participant during each year of the Performance Period will be determined based on the level -1- of achievement of the Company goals set annually by the Company’s Compensation Committee (the “Compensation Committee”), as determined by the Compensation Committee (the “Performance Goals”) for each of the three years during the Performance Period in accordance with Exhibit I attached hereto, which will be updated by the Company’s Compensation Committee for the specific Performance Goals applicable to each year of the Performance Period. All determinations of whether Performance Goals have been achieved, the number of Performance Stock Units earned by the Participant, and all other matters related to this Section 2(a) shall be made by the Company’s Compensation Committee, in its sole discretion. For purposes of this award, the “Performance Period” begins on January 1, 2025 and continues until December 31, 2027. The number of Performance Stock Units that may be earned is variable and may range from 0% to a maximum of 200% of the number of Performance Stock Units determined in Section 1 (the “Target Award”), with 100% of the Target Award earned if the Performance Goals are achieved at the target level of performance. (ii) During the first quarter of each year in the Performance Period, the Compensation Committee or the CEO will review and certify in writing (x) whether, and to what extent, the Performance Goals for the previous year have been achieved, (y) the number of Performance Stock Units that the Participant shall earn, if any, in accordance with Exhibit I and subject to compliance with the requirements of Section 2(b)(iii) and (z) the Performance Goals applicable for the current year of the Performance Period applicable for the current year of the Performance Period. Provided however, that no Performance Stock Units will vest until the completion of the full Performance Period. Promptly following completion of the full Performance Period (and no later than ninety (90) days following the end of the Performance Period), the Compensation Committee will review and certify in writing (a) As whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of Performance Stock Units that the Effective TimeParticipant shall earn, each ongoing performance period relating if any, subject to outstanding PSUs granted under compliance with the CSC Equity Plans in fiscal years 2014 and 2015 requirements this Section 2(c). Such certification shall be deemed completedfinal, conclusive and binding on the Participant, and any outstanding PSUs shall on all other persons, to the maximum extent permitted by law. (iii) The Performance Stock Units are subject to forfeiture until they vest. Except as otherwise provided herein, the Performance Stock Units will vest and be settled with become nonforfeitable on the date the Compensation Committee certifies the achievement of applicable performance measures deemed the Performance Goals following the completion of the full Performance Period in accordance with Section 2(b)(ii), subject to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) the achievement of the PSUs granted minimum threshold Performance Goals for payout set forth in fiscal year 2014 had previously vestedExhibit I attached hereto, and (ii) seventy percent (70%) the Grantee's Continuous Service from the Grant Date through the date that the Performance Stock Units are paid in shares of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) Common Stock. The number of Performance Stock Units that vest and become payable under this Agreement shall be determined by the Compensation Committee based on the level of achievement of the PSUs granted Performance Goals set forth in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs Exhibit I and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with all other terms of the original CSC Equity Plan awards, and each of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of shares of CSRA Common Performance Stock subject to each such CSRA PSU shall be equal to (A) the number of shares of CSC Common Stock subject Unit. Notwithstanding anything herein to the corresponding PSU immediately contrary, no Performance Stock Units shall vest prior to the Effective Time divided by (B) the CSRA Ratio, date on which a registration statement on Form S-8 with any fractional share rounded down respect to the nearest whole share. (c) As Shares has been filed. For the avoidance of doubt, if the Participant incurs a change in status from an Employee to a Director of the Effective TimeCompany or an Affiliate before the Performance Stock Units have vested, the performance measures applicable to each outstanding PSUs granted such change in fiscal year 2016 held by status alone shall not constitute a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide termination of Service for new performance criteria following the Distribution Date, as determined by the compensation committee purposes of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the CSRA Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, in its sole discretionthis Award.