Common use of Performance Stock Units Clause in Contracts

Performance Stock Units. (a) As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with all other terms of the original CSC Equity Plan awards, and each of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of shares of CSRA Common Stock subject to each such CSRA PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole share. (c) As of the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee shall be adjusted pursuant to the CSRA Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, in its sole discretion.

Performance Stock Units. (a) As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA Computer Sciences GS RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with all other terms of the original CSC Equity Plan awards, and each of the time-vesting CSC RSUs and time-vesting CSRA Computer Sciences GS RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA Computer Sciences GS RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Computer Sciences GS Group Employee at the Effective Time shall be converted into a CSRA Computer Sciences GS PSU (the “CSRA Computer Sciences GS PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of shares of CSRA Computer Sciences GS Common Stock subject to each such CSRA Computer Sciences GS PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Computer Sciences GS Ratio, with any fractional share rounded down to the nearest whole share. (c) As of the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Computer Sciences GS Group Employee shall be adjusted pursuant to the CSRA Computer Sciences GS Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Computer Sciences GS Board, in its sole discretion.

Performance Stock Units. (a) As of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the CSC Equity Plans in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) % of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) % of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) % of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) % of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) % of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) % of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA Computer Sciences GS RSUs, which shall vest fifty percent (50%) % in May 2016 and fifty percent (50%) % in May 2017, subject to the continued employment of the recipient through the applicable settlement date, and in accordance with all other terms of the original CSC Equity Plan awards, and each of the time-vesting CSC RSUs and time-vesting CSRA Computer Sciences GS RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA Computer Sciences GS RSUs vest and are distributed. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Computer Sciences GS Group Employee at the Effective Time shall be converted into a CSRA Computer Sciences GS PSU (the “CSRA Computer Sciences GS PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding CSC PSU immediately prior to the Effective Time divided by (B) the CSC Ratio, with any fractional share rounded down to the nearest whole share; (ii) the number of shares of CSRA Computer Sciences GS Common Stock subject to each such CSRA Computer Sciences GS PSU shall be equal to (A) the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Computer Sciences GS Ratio, with any fractional share rounded down to the nearest whole share. (c) As of the Effective Time, the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSC Group Employee shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the Board, in its sole discretion; the performance measures applicable to each outstanding PSUs granted in fiscal year 2016 held by a CSRA Computer Sciences GS Group Employee shall be adjusted pursuant to the CSRA Computer Sciences GS Equity Plan to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Computer Sciences GS Board, in its sole discretion.

Performance Stock Units. The Executive’s outstanding restricted stock unit awards subject to performance-based vesting conditions (“PSU Awards”) shall be treated as follows: (a) As Each PSU Award granted in 2019 (each, a “2019 PSU Award”) shall remain outstanding and shall remain eligible to vest in accordance with the terms of the Effective Time, each ongoing performance period relating to outstanding PSUs granted under applicable award agreement as if the CSC Equity Plans Executive had remained in fiscal years 2014 and 2015 shall be deemed completed, and any outstanding PSUs shall vest and be settled with the achievement of applicable performance measures deemed to have been satisfied at a level of (i) two hundred percent (200%) of target with respect to PSUs granted in fiscal year 2014; fifty percent (50%) active service as an employee of the PSUs granted in fiscal year 2014 had previously vested, and (ii) seventy percent (70%) of target with respect to PSUs granted in fiscal year 2015; twenty-five percent (25%) of the PSUs granted in fiscal year 2015 had previously vested, leaving forty-five percent (45%) of the award to vest immediately prior to the Effective Time. The remaining unvested thirty percent (30%) of target PSUs granted in fiscal year 2015 will be converted into both time-vesting CSC RSUs and time-vesting CSRA RSUs, which shall vest fifty percent (50%) in May 2016 and fifty percent (50%) in May 2017, subject to the continued employment of the recipient Company through the applicable settlement dateperformance period, vesting date and in accordance with all other terms of the original CSC Equity Plan awards, and performance certification for each of the time-vesting CSC RSUs and time-vesting CSRA RSUs will receive the applicable dividend associated with such shares and will vest and be distributed at the same time as the shares underlying the corresponding time-vesting CSC RSUs and time-vesting CSRA RSUs vest and are distributed2019 PSU Award. (b) Each outstanding PSU granted in fiscal year 2016 held by a CSC Group Employee shall be converted on the Distribution Date into an adjusted CSC PSU (the “Adjusted CSC PSU”), subject to terms and conditions pursuant to Section 4.4(b)(i) below. Each outstanding CSC PSU granted in fiscal year 2016 held by a CSRA Group Employee at the Effective Time shall be converted into a CSRA PSU (the “CSRA PSU”), subject to terms and conditions pursuant to Section 4.4(b)(ii) below. However, from and after the Effective Time: (i) the number of The shares of CSC Common Stock subject to each such Adjusted CSC PSU shall be equal to (A) the number of shares of CSC Common Stock TMHC common stock subject to the corresponding CSC 2020 and 2021 tranches of each PSU immediately prior Award granted in 2020 (each, a “2020 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the Effective Time divided by (B) terms of the CSC Ratioapplicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, with any fractional share rounded down vesting date and performance certification for each such 2020 PSU Award. For the avoidance of doubt, the Executive shall not be eligible to earn or vest in the nearest whole share; (ii) 2022 tranche of the number of 2020 PSU Awards and the shares of CSRA Common Stock TMHC common stock subject to each such CSRA PSU tranche shall be equal to (A) forfeited in their entirety as of the number of shares of CSC Common Stock subject to the corresponding PSU immediately prior to the Effective Time divided by (B) the CSRA Ratio, with any fractional share rounded down to the nearest whole shareRetirement Date. (c) As The shares of TMHC common stock subject to the 2021 tranche of the Effective TimePSU Award granted in 2021 (the “2021 PSU Award”) shall remain outstanding and shall remain eligible to be earned and vest in accordance with the terms of the applicable award agreement as if the Executive had remained in active service as an employee of the Company through the applicable performance period, vesting date and performance certification for the 2021 PSU Award. For the avoidance of doubt, the performance measures applicable Executive shall not be eligible to each outstanding PSUs granted earn or vest in fiscal year 2016 held by a CSC Group Employee the 2022 or 2023 tranches of the 2021 PSU Award and the shares of TMHC common stock subject to such tranche shall be adjusted pursuant to the CSC Equity Plans to provide for new performance criteria following the Distribution Date, forfeited in their entirety as determined by the compensation committee of the BoardRetirement Date. (d) The Parties hereto hereby agree that, on the date the “Release of All Claims” under this Agreement becomes irrevocable and effective as provided in its sole discretion; the performance measures applicable to Section 9 of this Agreement, each outstanding PSUs granted in fiscal year 2016 held by a CSRA Group Employee Award Agreement shall be adjusted pursuant deemed amended to the CSRA Equity Plan remove all references to provide for new performance criteria following the Distribution Date, as determined by the compensation committee of the CSRA Board, and all provisions that pertain to a “Change in its sole discretionControl.”