Common use of Effect on RSUs Clause in Contracts

Effect on RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason other than retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (including Disability), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate due to a reduction in workforce, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the RSUs have not vested in accordance with Paragraph 2, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of death, the RSUs vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 to the personal representatives, heirs or legatees of the deceased Employee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate due to termination for Cause, the RSUs shall be cancelled as provided under the Plan.

Effect on RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than reason, including retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment.; (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer for any reason (including DisabilityDisability as provided pursuant to Paragraph 6(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to a reduction in workforce, shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the . Such RSUs have not vested in accordance with Paragraph 2, shares will vest on a pro-rata basisbasis in accordance with Paragraph 2, based on the Employee’s actual months of service to and vesting will be calculated as follows: multiply the total unvested award granted by a fraction, the numerator of which shall will be each the number of full month months of service from date of grant during the year and the denominator of which shall will be 3612. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary.Date; (iii) ceases to be an Employee of the Company or any subsidiary or affiliate Employer by reason of death, 100% of the RSUs pursuant to this grant shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 to the personal representatives, heirs or legatees of the deceased Employee.; and (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to termination for Cause, the RSUs shall shall, subject to any Plan provision to the contrary, be cancelled as provided under on the Plandate of such termination of employment.

Effect on RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than reason, including retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment.; (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer for any reason (including DisabilityDisability as provided pursuant to Paragraph 6(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to a reduction in workforce, shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the RSUs have not vested in accordance with Paragraph 2, . Such shares will vest on a pro-rata basisbasis in accordance with Paragraph 2, based on the Employee’s actual months of service to and vesting will be calculated as follows: multiply the total unvested apportioned award for the year (as provided in the applicable award summary) in which the termination occurs by a fraction, the numerator of which shall will be each the number of full month months of service from date of grant employment for that year and the denominator of which shall will be 36. twelve.. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary.Date; (iii) ceases to be an Employee of the Company or any subsidiary or affiliate Employer by reason of death, 100% of the RSUs pursuant to this grant shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 to the personal representatives, heirs or legatees of the deceased Employee.; and (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to termination for Cause, the RSUs shall shall, subject to any Plan provision to the contrary, be cancelled as provided under on the Plandate of such termination of employment.

Effect on RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than reason, including retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment.; (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer for any reason (including DisabilityDisability as provided pursuant to Paragraph 6(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to a reduction in workforce, shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the . Such RSUs have not vested in accordance with Paragraph 2, shares will vest on a pro-rata basisbasis in accordance with Paragraph 2, based on the Employee’s actual months of service to and vesting will be calculated as follows: multiply the total unvested apportioned award for the year (as provided in the applicable award summary) in which the termination occurs by a fraction, the numerator of which shall will be each the number of full month months of service from date of grant employment for that year and the denominator of which shall will be 36twelve. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary.Date; (iii) ceases to be an Employee of the Company or any subsidiary or affiliate Employer by reason of death, 100% of the RSUs pursuant to this grant shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 to the personal representatives, heirs or legatees of the deceased Employee.; and (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to termination for Cause, the RSUs shall shall, subject to any Plan provision to the contrary, be cancelled as provided under on the Plandate of such termination of employment.

Effect on RSUs. In the event the Employee: (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than reason, including retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment.; (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer for any reason (including DisabilityDisability as provided pursuant to Paragraph 8(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to a reduction in workforce, shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the RSUs have not vested in accordance with Paragraph 2, . Such shares will vest on a pro-rata basisbasis in accordance with Paragraph 2, based on the Employee’s actual months of service to and vesting will be calculated as follows: multiply the total unvested award granted (as provided in the applicable award summary) by a fraction, the numerator of which shall will be each the number of full month months of service from date of grant employment beginning on the award date, and the denominator of which shall will be 36thirty-six. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary.Date; (iii) ceases to be an Employee of the Company or any subsidiary or affiliate Employer by reason of death, 100% of the RSUs pursuant to this grant shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 7 to the personal representatives, heirs or legatees of the deceased Employee.; and (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to termination for Cause, the RSUs shall shall, subject to any Plan provision to the contrary, be cancelled as provided under on the Plandate of such termination of employment.

Effect on RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason other than retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (including Disability), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate due to a reduction in workforce, shares will vest on a pro rata basis, which may at the discretion of the Company be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the RSUs have not vested in accordance with Paragraph 2, shares will vest on a pro-. Such pro rata basis, vesting shall be based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award number of shares computed under Paragraph 2 herein by a fraction, the numerator of which shall will be each the number of months of full month of service from date of grant during the three years and the denominator of which shall will be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of death, one hundred percent (100%) of the RSUs awarded as indicated on the Award Summary shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 7 to the personal representatives, heirs or legatees of the deceased Employee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, shares will vest on a pro rata basis, which may at the discretion of the Company be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-. Such pro rata basis, vesting shall be based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award number of shares computed under Paragraph 2 herein, by a fraction, the numerator of which shall will be each the number of months of full month of service from date of grant during the three years and the denominator of which shall will be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate due to termination for Cause, the RSUs shall be cancelled as provided under the Plan.

Effect on RSUs. In the event the Employee: (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than reason, including retirement, and the RSUs have not vested in accordance with Paragraph 2, the RSUs shall be cancelled on the date of such voluntary termination of employment.; (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer for any reason (including DisabilityDisability as provided pursuant to Paragraph 8(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to a reduction in workforce, shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon the Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, and the RSUs have not vested in accordance with Paragraph 2, . Such shares will vest on a pro-rata basisbasis in accordance with Paragraph 2, based on the Employee’s actual months of service to and vesting will be calculated as follows: multiply the total unvested award granted (as provided in the applicable award summary) by a fraction, the numerator of which shall will be each the number of full month months of service from date of grant employment beginning on the award date, and the denominator of which shall will be 36twelve. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary.Date; (iii) ceases to be an Employee of the Company or any subsidiary or affiliate Employer by reason of death, 100% of the RSUs pursuant to this grant shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 5 7 to the personal representatives, heirs or legatees of the deceased Employee.; and (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon the Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis, based on the Employee’s actual months of service to be calculated as follows: multiply the total unvested award by a fraction, the numerator of which shall be each full month of service from date of grant and the denominator of which shall be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) ceases to be an Employee of the Company or any subsidiary or affiliate Employer due to termination for Cause, the RSUs shall shall, subject to any Plan provision to the contrary, be cancelled as provided under on the Plandate of such termination of employment.