Common use of Early Vesting or Forfeiture Clause in Contracts

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board in its sole discretion: (i) If Grantee’s service as a Nonemployee Director terminates by reason of Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iii) If Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and Grantee will cease to have any rights with respect thereto.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Plan Administrator in its sole discretiondiscretion and except as otherwise provided on Schedule I hereto: i. If the Grantee’s employment with the Company or a Subsidiary terminates (i) If or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as a Nonemployee Director terminates by such terminates), in either case for any reason of other than the Grantee’s death or Disability, the Restricted Share Stock Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.; and ii. If the Grantee’s employment with the Company or a Subsidiary terminates (iii) If or, if the Grantee breaches any restrictionsis a Nonemployee Director, terms or conditions provided in or established by if the Board pursuant Grantee’s service to the Plan Company as such terminates) in either case by reason of the Grantee’s death or this Agreement with respect Disability, the Restricted Stock Units, to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement)extent not theretofore vested, the unvested Restricted Share Units, together with and any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelyimmediately become fully vested. (b) Upon forfeiture of any unvested Restricted Share Units Stock Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Committee in its sole discretion: (i) If Grantee’s service as a Nonemployee Director terminates Termination of Service occurs by reason of Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents with respect to the Restricted Share UnitsEquivalents, will immediately become fully vested.; (ii) If Grantee’s service Termination of Service is by the Company or a Subsidiary without Cause (as a Nonemployee Director terminates determined in the sole discretion of the Committee) more than six months after the Grant Date and prior to vesting in full of the Restricted Share Units, then an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-third (1/3) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service, and the balance of the Restricted Share Units to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i) or 6(a)(ii) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iiiiv) If Grantee breaches any restrictions, terms or conditions provided in or established by the Board Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and Grantee will cease to have any rights with respect thereto. (c) Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request or with the express consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board in its sole discretion: (i) If the Grantee’s service as a Nonemployee Director terminates by reason of Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents with respect to the Restricted Share UnitsEquivalents, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iii) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Committee in its sole discretion: (i) If Grantee’s service as a Nonemployee Director terminates Termination of Service occurs by reason of the Grantee’s death or Disability, termination by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) or resignation by the Grantee for Good Reason, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents with respect to the Restricted Share UnitsEquivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s service as a Nonemployee Director terminates prior Retirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the Vesting Date extent that such Restricted Share Units (including any related Unpaid RSU Dividend Equivalents) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. iii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i) aboveor 6(a)(ii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iiiiv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Board Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request or with the express consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 13 month anniversary of an Approved Transaction, Board Change or Control Purchase or (B) with respect to clause (y) of this Section 6(d) only, the later of such 13 month anniversary or the first day following the expiration of the cure period described in the definition of Good Reason in Section 1.1 of the Employment Agreement, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Committee in its sole discretion: (i) i. If the Grantee’s service as employment with the Company or a Nonemployee Director Subsidiary terminates by prior to the Committee Certification Date for any reason of other than the Grantee’s death or DisabilityDisability or a termination of the Grantee by the Company without Cause on or after December 31, 201_, the Restricted Share Stock Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.; and (iii) ii. If Grantee breaches any restrictions, terms the Grantee’s employment with the Company or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units a Subsidiary terminates prior to the vesting thereof (including any attempted Committee Certification Date by reason of the Grantee’s death or completed transfer of any such unvested Disability, the Restricted Share Units contrary Stock Units, to the terms of the Plan or this Agreement)extent not theretofore vested, the unvested Restricted Share Units, together with and any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelyimmediately become fully vested; and iii. If the Grantee remains employed until December 31, 201_ and the Grantee’s employment is then terminated by the Company without cause on or after December 31, 201_ but prior to the Committee Certification Date, the Restricted Stock Units and the related Unpaid Dividend Equivalents will remain outstanding until the Committee Certification Date and will vest under Section 5 on such date to the extent the Committee certifies they have vested in accordance with such Section. (b) Upon forfeiture of any unvested Restricted Share Units Stock Units, and any related Unpaid RSU Dividend Equivalents, including pursuant to Section 3 and this Section 6, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) Unless the Committee otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board in its sole discretion: (i) If Grantee’s service as a Nonemployee Director terminates by reason of Grantee’s death or Disability, the Restricted Share UnitsShares, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents Retained Distributions with respect to the Restricted Share UnitsShares, will immediately become fully vested.; (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share UnitsShares, to the extent not theretofore vested, together with any related Unpaid RSU Dividend EquivalentsRetained Distributions with respect to the Restricted Shares, will be forfeited immediately. (iii) If Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units Shares prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units Shares contrary to the terms of the Plan or this Agreement), the unvested Restricted Share UnitsShares, together with any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units Shares, and any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and Grantee will cease to have any rights (including dividend and voting rights) with respect thereto.

Early Vesting or Forfeiture. (a) If Grantee sells, assigns, transfers, exchanges or otherwise disposes of any of the SHIP Shares under the SHIP Restriction at any time prior to the Vesting Date, the Restricted Share Units and any Unpaid Dividend Equivalents will be forfeited immediately. (b) Unless otherwise determined by the Board Committee in its sole discretion: (i) If Termination of Service is due to Grantee’s service death, Disability or Retirement or by the Company or a Subsidiary without Cause (as a Nonemployee Director terminates by reason determined in the sole discretion of Grantee’s death or Disability, the Committee) and prior to vesting in full of the Restricted Share Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will immediately become fully vested on the date of Termination of Service equal to the product of (x) the Restricted Share Units that would have become vested on the Vesting Date, times (y) the quotient determined by the number of full months of employment completed since the Grant Date divided by 12, and the balance of the Restricted Share Units not vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. Grantee’s employment with Liberty Global or its subsidiaries on the last day of each month will be considered a full month of employment. (ii) If an Approved Transaction, Board Change or Control Purchase occurs on or before the Grantee’s service Termination of Service and (x) this Agreement is not continued on the same terms and conditions or (y) in the case of an Approved Transaction, the Committee as a Nonemployee Director terminates constituted prior to such Approved Transaction has not determined, in its discretion, that effective provision has been made for the Vesting Date assumption or continuation of this Agreement on terms and conditions that in the opinion of the Committee are as nearly as practicable equivalent for the Grantee to the terms and conditions of this Agreement, taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the Restricted Share Units may be changed, converted or exchanged in connection with the Approved Transaction, then the Restricted Share Units and any related Unpaid RSU Dividend Equivalents shall thereupon become vested in full and will be paid in accordance with Section 7 promptly following the occurrence of the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. (iii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i6(b)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iiiiv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Board Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (bc) Upon forfeiture of any unvested Restricted Share Units Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (d) Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request or with the express consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Committee in its sole discretion: (i) i. If the Grantee’s service as employment with the Company or a Nonemployee Director Subsidiary terminates by prior to December 21, 2020 for any reason of other than the Grantee’s death or Disability, the Restricted Share Stock Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.; and (iii) ii. If Grantee breaches any restrictionsthe Grantee’s employment with the Company or a Subsidiary terminates prior to December 21, terms 2020 by reason of the Grantee’s death or conditions provided in or established by Disability, the Board pursuant Restricted Stock Units, to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement)extent not theretofore vested, the unvested Restricted Share Units, together with and any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelyimmediately become fully vested effective as of the date of such termination of employment. (b) Upon forfeiture of any unvested Restricted Share Units Stock Units, and any related Unpaid RSU Dividend Equivalents, including pursuant to Section 3 and this Section 6, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) Unless the Committee otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Plan Administrator in its sole discretiondiscretion and except as otherwise provided on Schedule I hereto: i. If the Grantee’s employment with the Company or a Subsidiary terminates (i) If or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as a Nonemployee Director terminates by such terminates), in either case for any reason of other than the Grantee’s death or Disability, the Restricted Share Stock Units, to the extent not theretofore vested, ii. If the Grantee’s employment with the Company or a Subsidiary terminates (or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as such terminates) in either case by reason of the Grantee’s death or Disability, the Restricted Stock Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iii) If Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelyimmediately become fully vested. (b) Upon forfeiture of any unvested Restricted Share Units Stock Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board in its sole discretion: (i) If the Grantee’s service as a Nonemployee Director terminates by reason of Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents with respect to the Restricted Share UnitsEquivalents, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iii) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.of (b) Upon forfeiture of any unvested Restricted Share Units Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board Plan Administrator in its sole discretiondiscretion and except as otherwise provided on Schedule I hereto: i. If the Grantee’s employment with the Company or a Subsidiary terminates (i) If or, if the Grantee is a Nonemployee Director of the Company, if the Grantee’s service to the Company as a Nonemployee Director terminates by such terminates), in either case for any reason of other than the Grantee’s death or Disability, the Restricted Share Stock Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Date for any reason other than as specified in Section 6(a)(i) above, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.; and ii. If the Grantee’s employment with the Company or a Subsidiary terminates (or, if the Grantee is a Nonemployee Director of the Company, if the Grantee’s service to the Company as such terminates) in either case by reason of the Grantee’s death or Disability, the Restricted Stock Units, to the extent not theretofore vested, (iii) If Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (bc) Upon forfeiture of any unvested Restricted Share Units Stock Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (d) Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Board in its sole discretion: (i) If Grantee’s service as a Nonemployee Director terminates by reason of Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any Unpaid RSU Dividend Equivalents with respect to the Restricted Share Units, will immediately become fully vested; provided that the settlement of such vested Restricted Share Units and the related RSU Dividend Equivalents shall, in any event, occur on the Settlement Date. (ii) If Grantee’s service as a Nonemployee Director terminates prior to the Vesting Settlement Date for any reason other than as specified in Section 6(a)(ia result of Cause (as determined by the Board) aboveor the resignation by Grantee, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (iii) If Grantee breaches any restrictions, terms or conditions provided in or established by the Board pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof Settlement Date (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and Grantee will cease to have any rights with respect thereto.