Pro-Ration Factor

Pro-Ration Factor. Means (i) with respect to Time-Based RSUs, a fraction, the numerator of which is the number of days of continuous employment completed by the Grantee during the calendar year in which the Grantee's employment terminates, and the denominator of which is 365; and (ii) with respect to Performance-Based RSUs, a fraction, the numerator of which is the number of days of continuous employment completed by the Grantee during the Performance Period, and the denominator of which is 1095.

Pro-Ration Factor. Means a fraction (not to exceed 1), (i) the numerator of which equals the number of full and partial months from the Effective Date through the employment termination date, and (ii) the denominator of which equals 120.