Free Cash Flow Award Opportunity. Sixty percent (60%) of the Participant’s Target RSU Award (the “Free Cash Flow Target RSUs”) shall be eligible to vest and be earned if and only if the Company’s cumulative Free Cash Flow for the Performance Period as compared to billion (the “Free Cash Flow Achievement”) is at least equal to 85% (the “Free Cash Flow Threshold Target”). Subject to the Company’s achievement of the Free Cash Flow Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of # the number of Free Cash Flow Target RSUs and # the Free Cash Flow Performance Factor (as set forth in the table below) (such number of vested RSUs, the “Earned Free Cash Flow Performance RSUs”). Fractional RSUs shall be rounded up to the next whole RSU.
If the Free Cash Flow Threshold Target is not achieved, no percentage of Free Cash Flow Target RSUs will become vested or earned and such portion of the Performance RSUs shall be immediately forfeited without consideration. If the Free Cash Flow Threshold Target is met, the number of Earned Free Cash Flow Performance RSUs shall be determined as follows:
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