Unvested RSUs. All of the RSUs subject to the Award that are unvested as of the time the vested RSUs are converted and Shares are issued under Section 10(a)(ii) shall terminate immediately and the Team Member shall have no rights hereunder with respect to those unvested RSUs.
Unvested RSUs. (a) Upon the occurrence of an Exit Event or a Dissolution that occurs while the Participant continues in the Participant’s status as an employee with respect to the Company or any of its Affiliates, or upon the occurrence of a Qualifying Termination, any unvested RSUs shall become fully vested.
Unvested RSUs. Your outstanding RSUs that are unvested as of the Merger Effective Time (your “Unvested RSUs”) will be assumed by the Buyer (the “Assumed RSUs”). Each Assumed RSU will continue to be subject to the same terms and conditions, including vesting, set forth in the plan under which the RSU was issued and your individual RSU agreement, except that (i) references to the “Company” or “American Science and Engineering, Inc.” in the plan and your individual RSU agreements will be treated as references to OSI, (ii) the Assumed RSUs will become RSUs to acquire shares of OSI common stock, and (iii) the number of shares of OSI common stock subject to your Assumed RSUs will be adjusted to a number determined by multiplying the number of shares of Company common stock underlying your RSU awards immediately prior to the Merger Effective Time by an exchange ratio (the “Exchange Ratio”) and rounding down to the nearest whole share. The Exchange Ratio is based on the per-share deal price divided by an average closing stock price of OSI shares shortly before the closing date. The Exchange Ratio will equal the “Merger Consideration” (as defined in the Merger Agreement) of $37 per share of Company common stock divided by the average closing sale price of one share of OSI common stock as reported on the Nasdaq Global Select Market for the ten consecutive trading days ending on the date that is two trading days immediately preceding the closing date. By way of example: If, as of the Merger Effective Time, you have 100 unvested RSUs, and the OSI stock price is $55, the calculation would be as follows: Exchange Ratio = $37 divided by $55 = 0.67272728 100 RSUs multiplied by 0.67272728 = 67 RSUs with respect to OSI common stock The following description applies because you are covered by a Change in Control & Severance Benefit Agreement with the Company (your “CiC Agreement”):
Unvested RSUs. At the Effective Time, each Company RSU held by a Key Employee or Continuing Service Provider that is unvested, outstanding and unsettled immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the completion of the Merger) (each, an “Outstanding Unvested RSU”) shall be converted into and become an RSU to acquire Parent Common Stock, and Parent shall either assume such Company RSU or replace such Company RSU by causing Parent to issue a reasonably equivalent replacement RSU to acquire Parent Common Stock in substitution therefor, subject to the remainder of this Section 1.6(d) (all Outstanding Unvested RSUs that are assumed or replaced pursuant to this Section 1.6(d) are hereafter referred to as “Substitute RSUs”). All rights to acquire shares of Company Common Stock under Substitute RSUs shall thereupon be converted into rights to acquire Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Substitute RSU may be settled solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Substitute RSU shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Substitute RSU immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (C) any restriction on the settlement of any Substitute RSU shall continue in full force and effect and the term and vesting schedule (including vesting acceleration) of such Substitute RSU shall otherwise remain unchanged as a result of the assumption or replacement of such Substitute RSU. Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Company Stock Plan and otherwise) to: (A) effectuate the provisions of this Section 1.6(d); and (B) to ensure that, from and after the Effective Time, holders of Outstanding Unvested RSUs have no rights with respect thereto other than those specifically provided in this Section 1.6(d), if any.
Unvested RSUs. Upon the terms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of Company RSUs, each unvested Company RSU, other than a Non-Employee Director RSU, that remains outstanding as of immediately prior to the Effective Time (including each Company 2017 PSU as to which the performance criteria has been satisfied or deemed satisfied under Section 2.7(g) of this Agreement and that is held by a then-current
Unvested RSUs. (1)Each Company RSU that is outstanding and unvested as of immediately prior to the Effective Time and held by a Continuing Employee (“Unvested RSU”), will, by virtue of the Closing and without further action on the part of the holder thereof, be cancelled and substituted for the right to receive a number of Parent RSUs covering such number of Parent Shares equal to the product of: (x) the number of shares of Company Stock that would have been issuable upon vesting of such Unvested RSU immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Shares.
Unvested RSUs. On December 16, 2019, the Company granted a restricted stock unit award to you representing the right to be issued up to 11,839 shares of Company common stock that vested over a four year period subject to your continued services to the Company (the “0000 XXX Award”). In consideration of the compensation, terms and benefits provided to you by this Agreement, you agree that, effective as of the Retention Date, any and all then-outstanding unvested portion of your 0000 XXX Award shall be cancelled and forfeited.
Unvested RSUs. RSU Award Agreements shall be treated as Executory Contracts under the Plan and deemed assumed on the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code; provided, that the Unvested RSUs shall be the only outstanding RSUs under such RSU Award Agreements on the Effective Date (consistent with (b)(ii), above); provided further, that such RSU Award Agreements shall be subject to adjustment by the current Board of Directors of Debtor Core Scientific, Inc. such that the number of New Common Interests deliverable on account of Unvested RSUs, if and when such Unvested RSUs vest, shall be reduced such that it is equal to the proportion of New Common Interests that Holders of Existing Common Interests receive as Plan Distributions on account of their Existing Common Interests (in accordance with the treatment prescribed to Class 12 in section 4.12(b)(i) hereof) as compared to all New Common Interests distributed to all Holders of Claims and Interests under the Plan. Consistent with the Equity Incentive Plans, as and when the Unvested RSUs vest, to satisfy the holder’s withholding tax obligations, the Debtors may reduce the number of New Common Interests that would otherwise be deliverable on account of the assumed RSU Award Agreement and pay the equivalent cash amount to the applicable tax authorities in respect of such tax obligations. On the Effective Date, the Reorganized Debtors shall issue and reserve as treasury stock New Common Interests in an amount sufficient to issue to Holders of Unvested RSUs assuming that all Unvested RSUs will vest, which New Common Interests shall be distributed to the Holders of Unvested RSUs if and when such Unvested RSUs vest; provided, that any New Common Interests distributable to Holders of Unvested RSUs which are later forfeited pursuant to the terms and conditions of the applicable RSU Award Agreement shall be distributed annually, on a Pro Rata Equity Share basis, to the Holders of Claims and Interests in Class 11 and Class 12.
