Common use of RSUs Becoming Earned RSUs Clause in Contracts

RSUs Becoming Earned RSUs. If prior to any Determination Date, a Change of Control occurs, and the Grantee has remained continuously employed by the Company Group from the Effective Date to the date of such Change of Control, then, notwithstanding any other provision of this Agreement to the contrary, a portion of the outstanding Target RSUs that have not previously forfeited or previously converted to Earned RSUs shall automatically and immediately become Earned RSUs on the date of such Change of Control in accordance with the following fraction (not greater than 1.0): the numerator being the number of months (not including any partial months) that have elapsed since the Effective Date to the date of the Change of Control, and the denominator being the total number of months in the period beginning on the Effective Date and ending on the third anniversary of the Effective Date. For example: a. If the Change of Control occurs prior to the Performance Period I Determination Date, all Target RSUs (to the extent not previously forfeited) in all Performance Periods shall be included in the above fraction to determine what portion of the RSUs are Earned RSUs. b. If the Change of Control occurs prior to the Performance Period II Determination Date, all Target RSUs subject to Performance Period II (to the extent not previously forfeited) and all Target RSUs subject to Performance Period III (to the extent not previously forfeited) shall be included in the above fraction to determine what portion of RSUs are Earned RSUs. c. If the Change of Control occurs after the Performance Period II Determination Date but prior to the Performance Period III Determination Date, all Target RSUs subject to Performance Period III (to the extent not previously forfeited) shall be included in the above fraction to determine what portion of RSUs are Earned RSUs.