Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. Subject to applicable forfeiture provisions in the Stock Incentive Plan, the Performance-Based Vesting Option Shares shall upon the earlier to occur of (A) a Change of Control and (B) following an initial public offering; provided that in either case, the Performance-Based Vesting Option Shares shall vest in such event only if the Equity Value (as defined below) of a share of common stock in the Change of Control or after the initial public offering, as the case may be, equals at least 200% of the Base Price. Notwithstanding the foregoing, if a Change of Control occurs within the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% of the Base Price, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares that vest if the Equity Value in the Early Change of Control is between 100% and 200% of the Base Price shall be the total number of Performance-Based Vesting Option Shares multiplied by a fraction, the numerator of which shall be the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: (i) in the event of a Change of Control, the Equity Value shall be determined at the time of the transaction constituting a Change of Control, and shall be equal to the aggregate amount of per share net proceeds (other than any taxes) of cash or readily marketable securities and the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time of the Change of Control; and (ii) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such day.

Performance-Based Vesting. Subject The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to applicable forfeiture provisions in the Stock Incentive Plan, the Performanceperformance-Based Vesting Option Shares shall upon the earlier to occur of (A) a Change of Control and (B) following an initial public offering; provided that in either case, the Performance-Based Vesting Option Shares shall vest in such event only based vesting as follows: if the Equity Value Adjusted Operating Profit of the Company for 2009 (as defined belowthe “2009 AOP”) of a share of common stock in the Change of Control or after the initial public offering, as the case may be, equals meets at least 20050% of the Base Price. Notwithstanding ATG Adjusted Operating Profit Goal for 2009 defined below, (the foregoing, if a Change of Control occurs within the first year following the Transaction Closing Date (an “Early Change of Control2009 AOP Threshold”), then the PerformanceApplicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-Based Vesting Option Shares will vest on cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a straight line basis percentage determined by reference to the amount, if any, by which the Equity Value in the Early Change of Control equals between 100% and 200ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the Base PriceATG Adjusted Revenue Goal for 2009, such as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that zero Performance-Based Vesting Option Shares will vest if you are employed by the Equity Value in the Early Change of Control is less than or equal to 100Company on each vesting date: (i) 25% of the Base PriceEarned Restricted Stock Units shall vest March 6, all of 2010 (the Performance-Based “First Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200Date”) and (ii) an additional 25% of the Base Price and Earned Restricted Stock Units shall vest upon each of the number following three one-year anniversaries of Performance-Based the First Vesting Option Shares Date (so that vest the total vesting period shall end March 6, 2013); provided, however, that if the Equity Value Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Early Change Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of Control is between 100% and 200% no further force or effect, regardless of the Base Price shall be performance of the total number Company (including achieving the Maximum Revenue Target) or a Change in Control of Performance-Based Vesting Option Shares multiplied by a fraction, the numerator of which shall be the percentage of Base Price represented by the Equity Value Company in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%any future calendar year. For purposes of this calculation, “Equity Value” shall be determined as follows: (i) in In the event of a Change in Control (as such term is defined in your Change of ControlControl Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Equity Value Restricted Stock Units granted under this Agreement shall be determined at the convert from performance vested Restricted Stock Units to time of the transaction constituting a Change of Control, vested Restricted Stock Units and shall be equal subject to the aggregate amount terms of per share net proceeds your Restricted Stock Unit Agreement (other than any taxesTime Vested) of cash or readily marketable securities and the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time of the Change of Control; and (ii) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such dayeven date herewith.

Performance-Based Vesting. Subject to the provisions of Sections 3(b) through 3(d) hereof, one-third of the PSUs subject to this grant (each such third, a “Tranche”) shall become performance vested based on the level of achievement of the Performance Goal (as defined in Exhibit A hereto) for the applicable forfeiture performance period set forth on Exhibit A hereto (each, a “Performance Period”), in accordance with the schedule below and Exhibit A hereto, provided that (subject to the provisions of Sections 3(c) and 3(d) hereof), the Participant remains employed with the Company or its Affiliates through the end of the third Performance Period: To the extent that the actual level of achievement of the Performance Goal for a Performance Period hereunder is between any two levels provided in the Stock Incentive Plantable above, the Performance-Based Vesting Option Shares number of PSUs to become performance vested with respect to the corresponding Tranche shall upon the earlier to occur of (A) be determined on a Change of Control and (B) following an initial public offeringpro rata basis using straight line interpolation; provided that in either case, the Performance-Based Vesting Option Shares no PSUs shall vest in such event only become vested with respect to a Tranche if the Equity Value (as defined below) actual level of a share achievement of common stock the Performance Goal for the corresponding Performance Period is less than the Threshold level of performance set forth in the Change schedule above; and provided, further, that the maximum number of Control or after PSUs that may become vested with respect to a Tranche shall not exceed the initial public offering, as number of PSUs set forth in the case may be, equals at least 200% schedule above corresponding to the Maximum level of performance set forth in the Base Priceschedule above. Notwithstanding the foregoing, if in the event that a Change of in Control occurs within prior to the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% last day of the Base Pricethird Performance Period, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares PSUs that vest if will become performance vested hereunder will be determined in accordance with this paragraph. For any Performance Period that ends on or prior to the Equity Value date on which such Change in Control occurs, the Early Change number of Control is between 100% and 200% PSUs that will become performance vested with respect to the corresponding Tranche will be determined in accordance with the schedule above based on the actual level of achievement of the Base Price shall be corresponding Performance Goal. For any Performance Period that is in effect on the total date on which such Change in Control occurs, the number of Performance-Based Vesting Option Shares multiplied by a fraction, PSUs that will become performance vested with respect to the numerator corresponding Tranche will equal the number of which shall be PSUs that would have become performance vested in accordance with the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: schedule above based on (i) the actual level of achievement of the corresponding Performance Goal as of the date of such Change in Control (assuming for such purpose that such Change in Control had occurred on the last day of the Performance Period)] or (ii) the Target level of performance set forth in the event schedule above, whichever is greater. For any Performance Period that was scheduled to commence after the date on which such Change in Control occurs, the number of a PSUs that will become performance vested with respect to the corresponding Tranche will equal the number of PSUs that would have become performance vested in accordance with the schedule above based on the Target level of performance set forth in the schedule above. Following such Change of in Control, the Equity Value shall be number of PSUs determined at in accordance with the time immediately preceding sentence will vest (x) on the last day of the transaction constituting a Change of ControlPerformance Period, and shall be equal to if the aggregate amount of per share net proceeds (other than any taxes) of cash Participant remains employed with the Company or readily marketable securities and its Affiliates through the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time end of the Change third Performance Period, or (y) if applicable, in accordance with the provisions of Control; and (iiSections 3(b) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30and 3(c) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such dayhereof.

Performance-Based Vesting. Subject to the provisions of Sections 3(b) through 3(f) hereof, one-third of the PSUs subject to this grant (each such third, a “Tranche”) shall become performance vested based on the level of achievement of the Performance Goal (as defined in Exhibit A hereto) for the applicable forfeiture performance period set forth on Exhibit A hereto (each, a “Performance Period”), in accordance with the schedule below and Exhibit A hereto, provided that (subject to the provisions of Sections 3(c) and 3(d) hereof), the Participant remains employed with the Company or its Affiliates through the end of the third Performance Period: To the extent that the actual level of achievement of the Performance Goal for a Performance Period hereunder is between any two levels provided in the Stock Incentive Plantable above, the Performance-Based Vesting Option Shares number of PSUs to become performance vested with respect to the corresponding Tranche shall upon the earlier to occur of (A) be determined on a Change of Control and (B) following an initial public offeringpro rata basis using straight line interpolation; provided that in either case, the Performance-Based Vesting Option Shares no PSUs shall vest in such event only become vested with respect to a Tranche if the Equity Value (as defined below) actual level of a share achievement of common stock the Performance Goal for the corresponding Performance Period is less than the Threshold level of performance set forth in the Change schedule above; and provided, further, that the maximum number of Control or after PSUs that may become vested with respect to a Tranche shall not exceed the initial public offering, as number of PSUs set forth in the case may be, equals at least 200% schedule above corresponding to the Maximum level of performance set forth in the Base Priceschedule above. Notwithstanding the foregoing, if in the event that a Change of in Control occurs within prior to the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% last day of the Base Pricethird Performance Period, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares PSUs that vest if will become performance vested hereunder will be determined in accordance with this paragraph. For any Performance Period that ends on or prior to the Equity Value date on which such Change in Control occurs, the Early Change number of Control is between 100% and 200% PSUs that will become performance vested with respect to the corresponding Tranche will be determined in accordance with the schedule above based on the actual level of achievement of the Base Price shall be corresponding Performance Goal. For any Performance Period that is in effect on the total date on which such Change in Control occurs, the number of Performance-Based Vesting Option Shares multiplied by a fraction, PSUs that will become performance vested with respect to the numerator corresponding Tranche will equal the number of which shall be PSUs that would have become performance vested in accordance with the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: schedule above based on (i) the actual level of achievement of the corresponding Performance Goal as of the date of such Change in Control (assuming for such purpose that such Change in Control had occurred on the last day of the Performance Period) or (ii) the Target level of performance set forth in the event schedule above, whichever is greater. For any Performance Period that was scheduled to commence after the date on which such Change in Control occurs, the number of a PSUs that will become performance vested with respect to the corresponding Tranche will equal the number of PSUs that would have become performance vested in accordance with the schedule above based on the Target level of performance set forth in the schedule above. Following such Change of in Control, the Equity Value shall be number of PSUs determined at in accordance with the time immediately preceding sentence will vest (x) on the last day of the transaction constituting a Change of ControlPerformance Period, and shall be equal to if the aggregate amount of per share net proceeds (other than any taxes) of cash Participant remains employed with the Company or readily marketable securities and its Affiliates through the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time end of the Change third Performance Period, or (y) if applicable, in accordance with the provisions of Control; and (iiSections 3(b) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock of Parent Corporation over a consecutive thirty (30and 3(c) day trading period. For the purposes of this paragraph (ii), “trading price” for a day shall mean the average of the high trading price and the low trading price for such dayhereof.