Common use of Unvested Company PSUs Clause in Contracts

Unvested Company PSUs. Each Company PSU that is outstanding as of immediately prior to the Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to (A) the Per Share Price multiplied by (B) the total number of shares of Company Common Stock subject to such Unvested Company PSU immediately prior to the Effective Time (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof). All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vesting and any applicable performance conditions) as applied to the Unvested Company PSU for which they were exchanged, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.

Unvested Company PSUs. Each Company PSU that is unexpired and outstanding as of immediately prior to the Company Merger Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxesinterest, equal to (A) the amount of the Per Share Price multiplied by (B) the total number of shares of Company Common Stock subject that would be issued to the holder of such Unvested Company PSU immediately prior pursuant to the Effective Time terms of the applicable Company PSU agreement based on actual performance of the performance objectives if the applicable performance period specified in such Company PSU agreement has been completed as of the Closing Date and the determination of the achievement of the applicable performance objectives was not yet determined as of the Closing Date (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with the Parent or its Entities and their Affiliates (including the Surviving Corporation or its Entities and their Subsidiaries) through the applicable vesting datesend of the original performance period specified in the Company PSU agreement, vest and be payable at within 30 days following the same time as the Unvested Company PSUs for which end of such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof)original performance period. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vesting and any applicable performance conditionsvesting) as applied to the Unvested Company PSU PSUs for which they were exchanged, except for terms rendered inoperative by reason of the Transactions transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent I are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.

Unvested Company PSUs. Each compensatory performance stock unit with respect to shares of Company PSU Stock that is subject to both time-based and performance-based vesting conditions (a “Company PSU”) and is outstanding as of and unvested immediately prior to the Effective Time that is and does not a Vested Company PSU vest by its terms at the Effective Time (an “Unvested Company PSU”) shall be cancelled converted into a restricted stock unit (each, an “Adjusted PSU”) with the same terms and replaced with a right conditions as were applicable under such Unvested Company PSU immediately prior to receive an amount in cashthe Effective Time (except that the performance-based vesting conditions applicable to such Unvested Company PSU immediately prior to the Effective Time shall not apply from and after the Effective Time), without interest thereon and subject relating to applicable withholding Taxes, the number of shares of Parent Common Stock equal to the product of (Ai) the Per Share Price multiplied by (B) the total number of shares of Company Common Stock subject to such Unvested Company PSU immediately prior to the Effective Time multiplied by (ii) the “Cash Replacement Stock Award Exchange Ratio, with any fractional shares rounded to the next whole number of shares; provided, that for this purpose, the number of shares subject to each Unvested Company PSU Amounts”that is subject to a performance condition for which the performance period is greater than one year shall be the number of shares of Company Stock earned based on the level of achievement of such performance condition measured, in a manner that is consistent with the Company’s past practice regarding the methodology for such measurement, through the end of the calendar quarter immediately preceding the calendar quarter in which the Closing Date occurs (as determined by the Compensation Committee of the Company Board prior to the Closing Date), which Cash Replacement but shall not be less than the target number of shares of Company PSU Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, Stock. Any accrued but unpaid dividend equivalents with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof). All Cash Replacement Unvested Company PSU Amounts will have the same terms be assumed and conditions (including, become an obligation with respect to vesting and any the applicable performance conditions) as applied to the Unvested Company PSU for which they were exchanged, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company PSU AmountsAdjusted PSU.

Unvested Company PSUs. Each Company PSU that is outstanding as of immediately prior to the Effective Time that is not a Vested Company PSU (an “Unvested Company PSU”) shall be cancelled and replaced with a converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (Ai) the Per Share Price multiplied by and (Bii) the total number of shares of Company Common Stock subject to such Unvested Company PSU as of immediately prior to the Effective Time (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof); provided, that to the extent any Unvested Company PSU remains outstanding and subject to such performance vesting conditions as of immediately prior to the Effective Time, the performance metrics of such Unvested Company PSU will be deemed achieved at target levels of performance effective as of the Effective Time, to be measured, without any pro-ration, by the compensation committee of the Company Board as of immediately prior to the Effective Time. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vesting and any applicable performance conditionstime-based vesting) as applied to the Unvested Company PSU for which they were exchanged, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.

Unvested Company PSUs. Each Company PSU that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that is not a Vested Company PSU (an the “Unvested Company PSUPSUs”) shall be cancelled and replaced with a right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxesinterest, equal to (A) the amount of the Per Share Price multiplied by (B) the total number of shares of Company Common Stock subject to such Unvested Company PSU immediately prior to the Effective Time (which shall be (x) 100% of the target number of shares of Company Common Stock subject to the Unvested Company PSU, if the Effective Time occurs prior to December 31, 2018, or (y) if the Effective Time occurs on or after December 31, 2018, then 100% of the number of shares of Company Common Stock subject to the Unvested Company PSU that become eligible to vest (referred to as Eligible Units in the applicable Company PSU agreement) upon measurement, by the Company Board or its Compensation Committee on or before the Closing Date, of actual performance achieved against the relevant performance criteria under the applicable Company PSU agreement) (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service with the Parent or and its Affiliates (including the Surviving Corporation or and its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which such Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof)terms. All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vesting and any applicable performance conditions(including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the Unvested Company PSU PSUs for which they were exchanged, except for terms rendered inoperative by reason of the Transactions transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company PSU Amounts).