![]() ![]() Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death. Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. ![]() For the avoidance of doubt, any Performance Share Unit that is adjusted to reflect performance through a date that precedes the Flow Control Distribution Date shall continue to be deemed a Performance Share Unit under this Agreement notwithstanding the expiration of the applicable performance period and notwithstanding any employee communications that may refer to such Performance Share Unit as being converted to a Tyco Restricted Stock Unit as of a date prior to the Flow Control Distribution Date. Performance Share Units (A) Each Performance Share Unit award that is outstanding immediately prior to the Distribution (as adjusted to reflect the number of such units then outstanding based on an adjusted performance period that ends no earlier than the last day of Tyco International’s 2012 fiscal third quarter) shall be converted in the exact same manner and at the same time that Restricted Stock Units granted on or after Octoare converted pursuant to Section 6.2(a)(ii) above provided, however, that each Performance Share Unit award that is held by an employee listed in Schedule 6.1(c) that was granted prior to Octoand is outstanding immediately prior to the ADT NA Distribution (as adjusted to reflect the number of such units then outstanding based on an adjusted performance period that ends no earlier than the last day of Tyco International’s 2012 fiscal third quarter) shall be converted into Tyco Restricted Share Units, Flow Control Restricted Share Units and ADT NA Restricted Share Units as if such awards were Restricted Stock Unit awards converted pursuant to Section 6.2(a)(i). ![]() Within thirty days following the Effective Time, Cinergy hereby agrees to provide the Executive with an additional payment equal to the excess, if any, of (i) the amount to which the Executive would be entitled in accordance with the terms of his or her Performance Shares as a result of the Merger ( calculated without regard to this Agreement), over (ii) the amount provided to the Executive during 2005 pursuant to this Section 2(a). ![]() 1996 Long-Term Incentive Compensation Plan (“ LTIP”) for performance cycle VIII ( covering the 2004-2006 performance period), performance cycle IX (covering the 2005-2007 performance period) and performance cycle X (covering the 2006-2008 performance period) ( collectively, his or her “ Performance Shares”), under which payment would otherwise be expected to be made during the thirty- day period following the Effective Time, the amount (if any) set forth on Exhibit A hereto. Cinergy hereby agrees to pay to the Executive, prior to December 31, 2005, in connection with the performance share agreements, if any, that have been granted to him or her under the Cinergy Corp. ![]()
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