Common use of Conditions of Vesting Clause in Contracts

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31, 2020 but on or prior to March 15, 2021, the Committee will certify that portion, if any, of the Target RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUs, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest. (b) The Committee will promptly notify the Grantee regarding the number of Restricted Stock Units, if any, that have vested pursuant to Section 3(a) as of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit). (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee Plan Administrator in its sole discretion (provided that such determination is not adverse to the Grantee)discretion, the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting. a. Except as otherwise provided in Section 10.1(b) of the Plan, the Restricted Stock Units will vest only in accordance with the provisions of this Section 3(a) or Section 3(b), and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in the provisions of Section 9 hereof. (a) After December 31, 2020 but on or prior to March 15, 2021, the Committee will certify that portion, if any, of the Target RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUs, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest. (b) The Committee will promptly notify the Grantee regarding the 3(c). That number of Restricted Stock Units, if any, Units that have vested pursuant is equal to Section 3(athe fraction or percentage specified as the Vesting Percentage on Schedule I hereto (the “Vesting Percentage”) as of the Committee Certification Date (with any fractional total number of Restricted Stock Unit Units that are subject to this Agreement, rounded up down to the nearest whole number of such Restricted Stock UnitUnits, shall vest on each of the vesting dates specified on Schedule I hereto (each such date, together with any other date on which Restricted Stock Units cease to be subject to a risk of forfeiture pursuant to this Agreement, a “Vesting Date”). (c) Any . Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement, any Dividend Equivalents with respect to the vested Restricted Stock Units that have not theretofore become Vested Dividend Equivalents vested (“Unpaid Dividend Equivalents”) ), will become vested and payable to the extent and at the same time that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 33(a), in Target RSUs Restricted Stock Units or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services or, in the case of a Nonemployee Director, continuously serving as a Nonemployee Director to the Company or its Subsidiaries from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 3(c) and Section 7). b. If rounding pursuant to Section 3(a) prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this Section 3(b). Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit. c. Notwithstanding the foregoing, subject to the provisions of Schedule I hereto, (i) all Restricted Stock Units will vest on the date of the Grantee’s termination of employment or, if the Grantee is a Nonemployee Director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a Nonemployee Director, as applicable, terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a Nonemployee Director of the Company, as applicable, and (ii) if the Grantee is an employee and the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, or if the Grantee voluntarily terminates the Grantee’s employment pursuant to a Voluntary Termination for Good Reason (each, a “Protected Termination”) and the Protected Termination occurs within 24 months following the closing date of an Approved Transaction in which any Restricted Stock Units that remain outstanding and unvested as of such closing date are not otherwise accelerated in connection with such Approved Transaction in accordance with the terms of the Plan, then, effective as of the date of such Protected Termination, any Restricted Stock Units that remain outstanding and unvested as of such termination date will vest on such termination date. d. For purposes of this Agreement, a “Voluntary Termination for Good Reason” means a voluntary termination by the Grantee of the Grantee’s employment with the Company and its Subsidiaries upon the occurrence of any of the following events without the Grantee’s prior consent:

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31, 2020 but on or prior to March 15, 2021, the Committee will certify that portion, if any, of the Target RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUs, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest. The payout level associated with the Target RSUs will apply in a uniform manner to the BATRK Restricted Stock Units, FWONK Restricted Stock Units and LSXMK Restricted Stock Units. (b) The Committee will promptly notify the Grantee regarding the number of Restricted Stock Units, if any, that have vested pursuant to Section 3(a) as of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit). (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31, 2020 2017 but on or prior to March 15, 20212018, the Committee will certify that portion, if any, of the Target RSUs 162(m) Objectives that will vest based on has been achieved (the Performance Metrics established in the 2020 Performance Equity Program“Achieved 162(m) Objectives”), the date as of which such certification is made being referred to as the “Committee Certification Date.” The Committee may apply Negative Discretion Criteria in accordance with the 2017 Performance Equity Program to reduce the number and type of Target RSUs that will become vested Restricted Stock Units may range from 0% that would otherwise vest based solely on the Achieved 162(m) Objectives; provided, that to 150% the extent the Negative Discretion Criteria include objective performance criteria in relation to the performance or value of the Target RSUsCompany, but if the Committee’s pre-established level its Subsidiaries, its affiliates and/or any division or business unit of target performance is achieved, at least 100% any of the Target RSUs foregoing, the Committee will vestnot exercise negative discretion with respect to vesting that number, if any, of the Restricted Stock Units that relate solely to such objective performance criteria. (b) The Committee will promptly notify the Grantee regarding the number and type of Restricted Stock Units, if any, that have vested pursuant to Section 3(a) as of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit). (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target RSUs Restricted Stock Units or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, 2 ‌ Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31Except as otherwise provided in this Agreement or the Employment Agreement, 2020 but subject to the Grantee’s continued employment with or service to the Company or any Subsidiary on or prior to March 15such date, 2021, the Committee will certify that portion, if any, all of the Target Granted RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUson December 10, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest2020. (b) The Committee will promptly notify Notwithstanding the Grantee regarding the number of Restricted Stock Unitsforegoing, if any, Granted RSUs that have not theretofore become vested pursuant and exercisable will become vested and exercisable, to the extent provided in Section 3(a) as 7 of this Agreement, on the date of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit)Grantee's Separation. (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units Granted RSUs that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target Granted RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 7 hereof. (a) After December 31Except as otherwise provided in this Agreement or the Employment Agreement, 2020 but subject to the Grantee’s continued employment with or service to the Company or any Subsidiary on or prior to March 15such date, 2021, the Committee will certify that portion, if any, all of the Target Granted RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% on the fourth anniversary of the Target RSUs, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest.Grant Date. LTRPB Term RSU Form (b) The Committee Notwithstanding the foregoing, (i) all Granted RSUs will promptly notify become vested and exercisable on the date of the Grantee’s Separation if (A) the Grantee’s Separation occurs on or after the Grant Date by reason of Disability or (B) the Grantee regarding dies while providing services to the number of Restricted Stock UnitsCompany or a Subsidiary, if any, and (ii) Granted RSUs that have not theretofore become vested pursuant and exercisable will become vested and exercisable to the extent provided in Section 3(a) as 7 of this Agreement, on the date of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit)Grantee's Separation. (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units Granted RSUs that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target Granted RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31, 2020 2024 but on or prior to March 15, 20212025, the Committee will certify that portion, if any, of the Target RSUs that will vest based on the Performance Metrics established in the 2020 2024 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUs, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest. (b) The Committee will promptly notify the Grantee regarding the number of Restricted Stock Units, if any, that have vested pursuant to Section 3(a) as of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit). (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof.. 2 ‌ (a) After December 31Except as otherwise provided in this Agreement or the Employment Agreement, 2020 but subject to the Grantee’s continued employment with or service to the Company or any Subsidiary on or prior to March 15such date, 2021, the Committee will certify that portion, if any, all of the Target Granted RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUson December 10, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest2020. (b) The Committee will promptly notify Notwithstanding the Grantee regarding the number of Restricted Stock Unitsforegoing, if any, Granted RSUs that have not theretofore become vested pursuant and exercisable will become vested and exercisable, to the extent provided in Section 3(a) as 7 of this Agreement, on the date of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit)Grantee's Separation. (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units Granted RSUs that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target Granted RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31, 2020 2017 but on or prior to March 15, 20212018, the Committee will certify that portion, if any, of the Target RSUs 162(m) Objectives that will vest based on has been achieved (the Performance Metrics established in the 2020 Performance Equity Program“Achieved 162(m) Objectives”), the date as of which such certification is made being referred to as the “Committee Certification Date.” The Committee may apply Negative Discretion Criteria in accordance with the 2017 Performance Equity Program to reduce the number of Target RSUs that will become vested Restricted Stock Units may range from 0% that would otherwise vest based solely on the Achieved 162(m) Objectives; provided, that to 150% the extent the Negative Discretion Criteria include objective performance criteria in relation to the performance or value of the Target RSUsCompany, but if the Committee’s pre-established level its Subsidiaries, its affiliates and/or any division or business unit of target performance is achieved, at least 100% any of the Target RSUs foregoing, the Committee will vestnot exercise negative discretion with respect to vesting that number, if any, of the Restricted Stock Units that relate solely to such objective performance criteria. (b) The Committee will promptly notify the Grantee regarding the number of Restricted Stock Units, if any, that have vested pursuant to Section 3(a) as of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit). (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target RSUs Restricted Stock Units or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock 2 ‌ ​ Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31Except as otherwise provided in this Agreement or the Employment Agreement, 2020 but subject to the Grantee’s continued employment with or service to the Company or any Subsidiary on or prior to March 15such date, 2021, the Committee will certify that portion, if any, all of the Target Granted RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUson December 10, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest2020. (b) The Committee will promptly notify Notwithstanding the Grantee regarding the number of Restricted Stock Unitsforegoing, if any, Granted RSUs that have not theretofore become vested pursuant and exercisable will become vested and exercisable, to the extent provided in Section 3(a) as 7 of this Agreement, on the date of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit)Grantee's Separation. (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units Granted RSUs that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target Granted RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).

Conditions of Vesting. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Restricted Stock Units will vest only in accordance with the conditions stated in this Section 3. Upon vesting, Restricted Stock Units and the related Dividend Equivalents shall not be subject to forfeiture other than as provided in Section 9 hereof. (a) After December 31Except as otherwise provided in this Agreement or the Employment Agreement, 2020 but subject to the Grantee’s continued employment with or service to the Company or any Subsidiary on or prior to March 15such date, 2021, the Committee will certify that portion, if any, all of the Target Granted RSUs that will vest based on the Performance Metrics established in the 2020 Performance Equity Program, the date as of which such certification is made being referred to as the “Committee Certification Date.” The number of Target RSUs that will become vested Restricted Stock Units may range from 0% to 150% of the Target RSUson December 10, but if the Committee’s pre-established level of target performance is achieved, at least 100% of the Target RSUs will vest2020. (b) The Committee will promptly notify Notwithstanding the Grantee regarding the number of Restricted Stock Unitsforegoing, if any, Granted RSUs that have not theretofore become vested pursuant and exercisable will become vested and exercisable, to the extent provided in Section 3(a) as 7 of this Agreement, on the date of the Committee Certification Date (with any fractional Restricted Stock Unit rounded up to the nearest whole Restricted Stock Unit)Grantee's Separation. (c) Any Dividend Equivalents with respect to the vested Restricted Stock Units Granted RSUs that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested and payable to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, but subject to Section 7, the Grantee will not vest, pursuant to this Section 3, in Target Granted RSUs or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid Dividend Equivalents to be governed instead by Section 7).