Common use of Accelerated Vesting and Forfeiture Clause in Contracts

Accelerated Vesting and Forfeiture. In the event of the termination of the Employee’s employment with the Company (and with all subsidiaries and affiliates of the Company) prior to the Vesting Date due to death, Disability or Normal Retirement, the RSUs shall become fully vested on the date of such termination of employment. If the Employee’s employment with the Company (and with all subsidiaries and affiliates of the Company) is terminated for any reason other than death, Disability or Normal Retirement prior to the Vesting Date, the Employee shall forfeit all rights to the RSUs immediately after termination of employment. For this purpose, a termination of employment shall include the sale of a subsidiary that employs the Employee. Notwithstanding the foregoing, upon a termination of employment described in this paragraph, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may, in its sole discretion, vest some or all of the RSUs. In addition, in the event of a “Change in Control” within the meaning of the Plan, the RSUs shall become vested and payable in the circumstances and in the manner specified in section 6(a) of the Plan and Section 9 below.

Accelerated Vesting and Forfeiture. In the event of the termination of the Employee’s employment with the Company (and with all subsidiaries and affiliates of the Company) prior to the Vesting Date due to death, Disability or Normal Retirement, the RSUs target number of PSUs shall become fully vested on the date of such termination of employment. If the Employee’s employment with the Company (and with all subsidiaries and affiliates of the Company) is terminated for any reason other than death, Disability or Normal Retirement prior to the Vesting Date, the Employee shall forfeit all rights to the RSUs PSUs immediately after termination of employment. For this purpose, a termination of employment shall include the sale of a subsidiary that employs the Employee. Notwithstanding the foregoing, upon a termination of employment described in this paragraph, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may, in its sole discretion, vest some or all of the RSUsPSUs and specify the manner in which the Performance Percentage is determined. In addition, in the event of a “Change in Control” within the meaning of the Plan, the RSUs PSUs shall become vested and payable in the circumstances and in the manner specified in section 6(a) of the Plan and Section 9 below.