The Grant Date Performance Shares will be eligible to vest based on your continued employment and the achievement of the performance conditions described in Exhibit B . Subject to your continued employment at each of the first, second and third anniversaries of the Closing Date (each, a “ Vesting Date ”), you will vest in a number of shares of Parent Common Stock equal to the sum of (i) the quotient of (X) one-third of the CIC Dollar Value divided by (Y) the fair market value of a share of Parent Common Stock determined pursuant to the terms of the Parent Plan on such Vesting Date; plus (ii) such additional shares attributable to dividend equivalent units paid on such number of shares of Parent Common Stock from the date of grant (the “ Floor ”).