Common use of PSUs Clause in Contracts

PSUs. (i) The number of PSUs earned and vested under this Agreement shall be determined based on the extent to which the Company has attained the pre-established performance goals set forth on Exhibit A during the Performance Period. The determination as to whether the Company has attained the performance goals set forth in Exhibit A during the Performance Period shall be made by the Committee (the “Committee Determination”). The Committee Determination shall be made no later than 90 days following the end of the Performance Period. The PSUs shall not be deemed vested pursuant to any other provision of this Agreement earlier than the date that the Committee makes such determination. (ii) If, prior to the date of the Committee Determination (and absent the occurrence of a Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company for Cause or by the Employee for any reason, other than due to the Employee’s death, Disability or Retirement, then any outstanding unvested PSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If, prior to the date of the Committee Determination (and absent the occurrence of a Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or by the Employee due to the Employee’s death, Disability or Retirement, then the award will remain outstanding through the date of the Committee Determination and remain subject to the performance vesting criteria of Exhibit A. The Employee will be entitled to a pro rata portion of the number of PSUs the Employee would have received in accordance with Exhibit A, if any, had the Employee remained employed through the date of the Committee Determination. The pro-rata portion shall be determined by multiplying the number of PSUs that would have vested in accordance with Exhibit A by a fraction, the numerator of which is the number of full months of the Employee’s employment from the beginning of the Performance Period through the date of employment termination, and the denominator of which is thirty-six (36) (such shares, the “Prorated PSU Shares”). Notwithstanding the foregoing, in the event of a termination by the Company other than for Cause or by the Employee due to Retirement, the distribution of Prorated PSU Shares shall be conditioned upon the Employee’s compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Company or its Affiliates and violation of any such restrictions shall result in immediate forfeiture of the entire amount of outstanding PSUs.

PSUs. (a) Immediately prior to the Effective Time, each ongoing performance period relating to outstanding PSUs granted under the Leidos Equity Plan shall be terminated, and PSUs shall be bifurcated into (i) The a number of PSUs earned prorated to reflect the elapsed time during any applicable performance period determined through the last completed fiscal quarter ending on or before the Distribution Date (the “Completed Period PSUs”), and vested under this Agreement (ii) a number of PSUs equal to the original target number of PSUs awarded less the number of corresponding Completed Period PSUs (the “Remaining PSUs”). (b) As of the Effective Time, a portion of the Completed Period PSUs shall be determined deemed earned, based on the extent to which level of achievement of applicable measures based on actual performance through the Company has attained last completed fiscal quarter ending on or before the pre-established performance goals set forth on Exhibit A during the Performance Period. The determination Distribution Date, as to whether the Company has attained the performance goals set forth in Exhibit A during the Performance Period shall be made determined by the Committee compensation committee of the Board, in its sole discretion, and any such Completed Period PSUs that are deemed earned based on such achievement (the “Committee DeterminationBanked PSUs”). The Committee Determination ) shall vest and be settled, subject to the continued employment of the recipient through the applicable settlement date, at the time or times the corresponding original PSUs would otherwise have been settled in the ordinary course, had the Distribution not occurred, in accordance with the terms of the original Leidos Equity Plan awards; provided, however, that (i) Banked PSUs held by Leidos Group Employees shall be made further adjusted at the Effective Time by dividing the (A) number of Banked PSUs by (B) Leidos Ratio (and if the resulting quotient includes a fractional share, the number of Banked PSUs shall be rounded down to the nearest whole share) and shall be settled in shares of Leidos Common Stock, and (ii) Banked PSUs held by New SAIC Group Employees shall be further adjusted at the Effective Time by dividing the (A) number of Banked PSUs by (B) New SAIC Ratio (and if the resulting quotient includes a fractional share, the number of Banked PSUs shall be rounded down to the nearest whole share) and shall be settled in shares of New SAIC Common Stock. Any Completed Period PSUs that are not earned as of the Effective Time in accordance with this paragraph because all applicable performance targets have not been achieved or satisfied shall be forfeited without consideration as of the Effective Time. (c) As of the Effective Time, the Remaining PSUs shall be deemed to satisfy applicable criteria at target levels, and shall no later than 90 days following longer be subject to vesting based upon the achievement of performance criteria, but instead such Remaining PSUs shall vest, subject to continued employment through the vesting date, as of the end of the Performance Periodoriginal performance period to which such Remaining PSUs relate. The PSUs shall not be deemed vested pursuant to any other provision of this Agreement earlier than the date that the Committee makes such determination. (ii) If, prior to the date of the Committee Determination (and absent the occurrence of a Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company for Cause or by the Employee for any reason, other than due to the Employee’s death, Disability or Retirement, then any outstanding unvested Such Remaining PSUs shall be forfeited by the Employee without consideration adjusted as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If, prior the Effective Time pursuant to the date of the Committee Determination (and absent the occurrence of a Change methodology set forth in Control)Section 4.5, the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or by the Employee due to the Employee’s death, Disability or Retirement, then the award will remain outstanding through the date of the Committee Determination and remain subject to the performance vesting criteria of Exhibit A. The Employee will be entitled to a pro rata portion of the number of as if such Remaining PSUs the Employee would have received in accordance with Exhibit A, if any, had the Employee remained employed through the date of the Committee Determination. The pro-rata portion shall be determined by multiplying the number of PSUs that would have vested in accordance with Exhibit A by a fraction, the numerator of which is the number of full months of the Employee’s employment from the beginning of the Performance Period through the date of employment termination, and the denominator of which is thirty-six (36) (such shares, the “Prorated PSU Shares”). Notwithstanding the foregoing, in the event of a termination by the Company other than for Cause or by the Employee due to Retirement, the distribution of Prorated PSU Shares shall be conditioned upon the Employee’s compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Company or its Affiliates and violation of any such restrictions shall result in immediate forfeiture of the entire amount of outstanding PSUswere instead Leidos RSUs.