At the Effective Time, each performance share award granted under a Company Equity Award Plan that is outstanding immediately prior to the Effective Time (a “Company Performance Share Award”) shall fully vest at the target level of performance and shall be cancelled and converted automatically into the right to receive the Equity Award Consideration in respect of each Company Share underlying such Company Performance Share Award.
Except as specifically provided above, following the Effective Time, each Adjusted Performance Share Award shall continue to be governed by the terms and conditions applicable to the corresponding Company Performance Share Award immediately prior to the Effective Time, including all time-based vesting conditions; provided, that each Adjusted Performance Share Award shall only be subject to time-based vesting provisions following the Effective Time.
In addition, on the Closing Date, the Company shall pay each holder of a Company Performance Share Award an amount in cash equal to all accrued and unpaid cash dividends in respect of such award, in accordance with the restricted share award agreement pursuant to which such award was granted (less required withholdings as provided in Section 3.5).
Except as otherwise provided in this Section 3.2(e), each such Parent RSU Award shall continue to have, and shall be subject to, the same terms and conditions (including with respect to time-based vesting and dividend equivalents) as applied to the corresponding Company Performance Share Award immediately prior to the Effective Time.
Each such Parent RSU Award shall be subject solely to time-based vesting over the originally scheduled vesting period of the corresponding Company Performance Share Award.