Common use of Performance Share Unit Awards Clause in Contracts

Performance Share Unit Awards. (i) As of the Effective Time, each then-outstanding Company PRSU granted in 2021 (the “2021 Company PRSUs”), to the extent not yet vested and settled, will, automatically and without any action on the part of the holder thereof, be assumed and converted into a Buyer PRSU denominated in shares of Buyer Common Stock, with the number of shares of Buyer Common Stock subject to such Buyer PRSU equal to the product (rounded up to the nearest whole number) of (i) the target number of shares of Company Common Stock specified for such 2021 Company PRSU, multiplied by (ii) the Exchange Ratio; provided, that each Buyer PRSU received pursuant to this Section 2.07(b)(i) shall be subject to (1) the same termination terms, deferral elections and other terms and restrictions as the applicable 2021 Company PRSU was subject to immediately prior to the Effective Time and (2) the same vesting schedule and performance metrics to which such 2021 Company PRSU was subject immediately prior to the Effective Time. Within five (5) Business Days following the Effective Time, Buyer shall mail (or caused to be mailed) to each holder of record of a 2021 Company PRSU outstanding immediately prior to the Effective Time a statement or other evidence showing the terms of the Buyer PRSU into which such 2021 Company PRSU was converted pursuant to this Section 2.07(b)(i). For the avoidance of doubt, ▇▇▇▇▇ shall also confirm in the statement delivered pursuant to this Section 2.07(b)(i) that each such Buyer PRSU shall have the same entitlement to receive on the vesting date of the Buyer PRSU a payment, in cash or shares of Buyer Common Stock at Buyer’s election, equal to the cumulative dollar amount of dividends the holder would have received with respect to the 2021 Company PRSUs if the holder had been the actual record owner of the underlying Company Common Stock on each dividend record date from the grant date through the Effective Time. As soon as practicable after the Effective Time or, if later, the calculation of the applicable performance metrics for the three-year period ending December 31, 2023 compared to the relevant index, Buyer shall settle the Buyer PRSUs in accordance with their terms. (ii) Except as otherwise provided in Section 2.07(b)(iii), as of the Effective Time, each then-outstanding Company PRSU granted in 2022 or 2023 (the “2022-2023 Company PRSUs”) will, automatically and without any action on the part of the holder thereof, be assumed and converted into a Buyer PRSU denominated in shares of Buyer Common Stock, with the number of shares of Buyer Common Stock subject to such Buyer PRSU equal to the product (rounded up to the nearest whole number) of (i) the target number of shares of Company Common Stock specified for such 2022-2023 Company PRSU, multiplied by (ii) the Exchange Ratio; provided, that each Buyer PRSU received pursuant to this Section 2.07(b)(ii) shall be subject to (1) the same termination terms, deferral elections and other terms and restrictions as the applicable 2022-2023 Company PRSU was subject to immediately prior to the Effective Time and (2) the same vesting schedule and performance metrics to which such 2022-2023 Company PRSU was subject immediately prior to the Effective Time. As soon as practicable after the Effective Time, Buyer shall offer to each holder of such Buyer PRSU the opportunity to exchange such Buyer PRSU for a Buyer RSU either (i) with respect to a number of shares of Buyer Common Stock equal to the number of shares of Buyer Common Stock subject to such Buyer PRSU as of the Effective Time, provided, that such Buyer RSU shall be subject to (1) the same termination terms, deferral elections and other terms and restrictions as the applicable Buyer PRSU was subject to as of the Effective Time (excluding the performance conditions), (2) shall have the same settlement date as the Buyer PRSU that it replaces and (3) shall not have any dividend equivalent rights with respect thereto or (ii) with respect to a number of shares of Buyer Common Stock determined based on measurement of actual performance through the Effective Time, provided, that such Buyer RSU shall be subject to (1) the same termination terms, deferral elections and other terms and restrictions as the applicable Buyer PRSU was subject to as of the Effective Time (excluding the performance conditions), (2) shall have the same settlement date as the Buyer PRSU that it replaces and (3) shall have the same entitlement to receive on the vesting date of the Buyer RSU a payment, in cash or shares of Buyer Common Stock at Buyer’s election, equal to the cumulative dollar amount of dividends the holder would have received with respect to the 2022-2023 Company PRSUs if the holder had been the actual record owner of the underlying Company Common Stock on each dividend record date from the grant date through the Effective Time. Within five (5) Business Days following the Effective Time, Buyer shall mail (or cause to be mailed) to each holder of record of a 2022-2023 Company PRSU a statement or other evidence showing the number of Buyer PRSUs into which such Company PRSU was converted as of the Effective Time pursuant to this Section 2.07(b)(i). (iii) Notwithstanding Section 2.07(b)(i) or Section 2.07(b)(i), with respect to each outstanding Company PRSU set forth on Company Disclosure Schedule 2.07(b)(iii) (the “Scheduled Company PRSUs”), as of the Effective Time, each then-outstanding Scheduled Company PRSU will, automatically and without any action on the part of the holder thereof, be assumed and converted into a Buyer PRSU denominated in shares of Buyer Common Stock, with the number of shares of Buyer Common Stock subject to such Buyer PRSU equal to the product (rounded up to the nearest whole number) of (i) the target number of shares of Company Common Stock specified for such Company PRSU, multiplied by (ii) the Exchange Ratio; provided, that each Buyer PRSU received pursuant to this Section 2.07(b)(iii) shall be subject to (1) the same termination terms, deferral elections and other terms and restrictions as the applicable Scheduled Company PRSU was subject to immediately prior to the Effective Time and (2) the same vesting schedule and performance metrics to which such Scheduled Company PRSU was subject immediately prior to the Effective Time. Within five (5) Business Days following the Effective Time, Buyer shall mail (or cause to be mailed) to each holder of record of a Scheduled Company PRSU outstanding immediately prior to the Effective Time a statement or other evidence showing the terms of the Buyer PRSU into which such Scheduled Company PRSU was converted pursuant to this Section 2.07(b)(iii). For the avoidance of doubt, Buyer shall also confirm in the statement delivered pursuant to this Section 2.07(b)(iii) that each Scheduled Company PRSU shall have the same entitlement to receive, upon settlement of the Buyer PRSU, a payment, in cash or shares of Buyer Common Stock at Buyer’s election, equal to the cumulative dollar amount of dividends the holder would have received if the holder had been the actual record owner of the underlying Company Common Stock or, after the Effective Time, Buyer Common Stock on each dividend record date from the grant date to the settlement date.