market value of a share of Parent Common Stock at the time of such settlement. Each Adjusted RSU is otherwise subject to the same terms and conditions applicable to the corresponding Employee RSU, including vesting terms; provided, that, each such Adjusted RSU shall immediately become fully vested upon any termination of the holder’s employment that occurs before the first anniversary of the Closing Date and is without cause by the Company, for good reason by the holder, or due to death or disability.
Each time vesting award of restricted stock units of the Company that was outstanding immediately prior to the Effective Time and held by an individual who was a non-employee director of the Company as of immediately prior to the Effective Time (a “Director RSU”), whether vested or unvested, was automatically vested in full, at the Effective Time, and converted into the right to receive the Merger Consideration for each share of Company Common Stock underlying such Director RSU.
With respect to performance vesting restricted stock units of the Company that may be settled in Company Common Stock that remain subject to performance-vesting conditions and were outstanding immediately prior to the Effective Time (the “PSUs”), the Company’s board of directors determined the level of achievement of the performance conditions applicable to such PSUs for such performance period to be below threshold for such PSUs subject to Company performance metrics and 113.33% for such PSUs subject to performance metrics of ODX, LLC, a wholly owned subsidiary of the Company (“ODX”); provided, that for certain holders of PSUs who are also party to a change in control agreement with the Company, the level of achievement of the performance conditions have been deemed to be target level. To the extent such determined achievement is below the threshold performance for any such PSU, such PSU was forfeited and cancelled automatically without any consideration paid. To the extent such determined achievement is at least threshold performance for any such PSU, such PSU vested, at the Effective Time, based on the level of achievement determined and was converted into the right to receive (A) a number of shares of Parent Common Stock, equal to the sum of (x) the product of (I) the Exchange Ratio, multiplied by (II) the number of shares of Company Common Stock subject to vesting under the PSU based on the achievement of performance conditions, as determined by the Company’s board of directors, plus (y) the quotient of (I) the product of (aa) the number of shares of Company Common Stock described in clause (A)(x)(II) above, multiplied by (bb) the Cash Consideration, divided by (II) the Parent Trading Price, minus (B) that number of shares of Parent Common Stock with a fair market value equal to all required withholding taxes due upon settlement of such PSU as described in clause (A); provided that fractional shares of Parent Common Stock will be settled in cash (without interest).
With respect to each performance vesting restricted unit payable in cash (the “Performance Unit Award”) subject to a then-current performance period, immediately prior to the Effective Time the Compensation Committee of the Company’s board of directors determined the level of achievement of the performance conditions applicable to such Performance Unit Awards for such performance period to be below threshold for such Performance Unit Awards subject to Company performance metrics and 113.33% for such Performance Unit Awards subject to performance metrics of ODX; provided, that with respect to holders of Performance Unit Awards who are also party to a change in control agreement with the Company, the level of achievement of the performance conditions applicable to such Performance Unit Awards have been deemed to be target level. To the extent such determined achievement is below the threshold performance for any such Performance Unit Awards, such Performance Unit Awards were, at the Effective Time, whether vested or unvested, forfeited and cancelled automatically without any consideration paid. To the extent such determined achievement is at least threshold performance for any such Performance Unit Awards, such Performance Unit Awards were vested based on the achievement of performance conditions and were converted into the right to receive, an amount in cash (without interest), equal to (i) $1.00 multiplied by (ii) the total number of units of the Performance Unit Awards that became vested based on the determined achievement of applicable performance conditions.
Each unit underlying a Performance Unit Award that was granted in 2019, to the extent it remained outstanding as of immediately prior to the Effective Time, whether vested or unvested, was assumed and converted into a time-vesting restricted cash unit award (each, an “Adjusted Performance Unit Award”) that, subject to later vesting thereof, will be settled for an amount of cash (without interest) equal to $1.00. Each Adjusted Performance Unit Award is otherwise subject to the same terms and conditions applicable to the corresponding Performance Unit Award; provided, that, each such Adjusted Performance Unit Award shall immediately become fully vested upon any termination of the holder’s employment that occurs before the first anniversary of the Closing Date and is without cause by the Company, for good reason by the holder, or due to death or disability.