Common use of Equity Award Vesting Clause in Contracts

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s 's employment with Employer due to Employee’s death, (Bii) the termination of Employee’s 's employment with Employer due to Disability, Disability or (Ciii) the a termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ months of vesting credit with respect to the Employee's stock options, stock appreciation rights, restricted stock and or any other equity or equity-based compensation of Employer granted to Employee in the course of his/her employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)compensation. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting datedate of Employee's termination of employment. Any of Employee’s 's stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year , and ninety (90) days after any such stock options and stock appreciation rights and any of Employee's stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee's termination of employment without Causeshall remain exercisable for 12 months following Employee's termination of employment, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction. In the event the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing Employee's stock options, restricted stock, restricted stock units or any other equity compensation, the terms of this Agreement shall govern and control; provided further that that, notwithstanding anything to the contrary herein, in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrarycontrary herein, in the case event the Employee's employment is terminated by Employer without cause under Section 1.4(e), no accelerated vesting or vesting credit with respect to Employee's stock options, stock appreciation rights, restricted stock or any other equity or equity-based compensation shall be effected or made to Employee hereunder unless, on or prior to the sixtieth (60) business day following the date of termination of employment, (x) Employee shall have executed and delivered a general release in favor of Employer and its affiliates, which shall be substantially in the form of the termination of Employee’s employment with Separation Agreement and Release attached hereto as Exhibit A and otherwise satisfactory to Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(dand (y) shall continue to applysuch general release has become effective and irrevocable.

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b2.8(b)(ii) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)KSTEPP, for which any acceleration will be solely as provided in the award agreement evidencing such units). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d2.8(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d2.8(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d2.8(d) shall continue to apply.

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to or (D) the Change in Control Agreement (which shall apply in lieu termination of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) aboveemployment due to Employee’s resignation for Good Reason, then Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)Employer. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, for Good Reason, death or Disability to exercise any such vested stock options or other equity compensation; provided compensation other than options granted as part of the Initial Equity Award, provided, that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of the Employer granted to Employee in the course of his/her his employment with Employer under this Agreement (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)collectively, for which any acceleration will be solely as provided in the award agreement evidencing such units“Equity Awards”). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have , and any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for one (1) year and ninety (90) days after following Employee’s termination of employment without Cause(or such longer period as shall be provided by the applicable award agreement), death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything If the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Agreement shall apply except that no provision in this Agreement shall operate to extend the term of any stock option or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to applystock appreciation right beyond its original expiration date.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, Disability or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ months of vesting credit with respect to the Employee’s stock options, stock appreciation rights, restricted stock and any other equity or equity-based compensation of Employer granted to Employee in the course of his/her employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)compensation. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting datedate of Employee’s termination of employment. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year , and ninety (90) days after any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment without Causeshall remain exercisable for 12 months following Employee’s termination of employment, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due First Solar, Inc. 3 of 7 Xxxxxxxxxx Employment Agreement to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction. In the event the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing Employee’s stock options, restricted stock, restricted stock units or any other equity compensation, the terms of this Agreement shall govern and control; provided further that that, notwithstanding anything to the contrary herein, in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer under this Agreement (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)collectively, for which any acceleration will be solely as provided in the award agreement evidencing such units“Equity Awards”). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have , and any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for one (1) year and ninety (90) days after following Employee’s termination of employment without Cause(or such longer period, death or Disability to exercise any such vested stock options or other equity compensation; as shall be provided by the applicable award agreement), provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything If the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Agreement shall apply except that no provision in this Agreement shall operate to extend the term of any stock option or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to applystock appreciation right beyond its original expiration date.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of the Employer granted to Employee in the course of his/her his employment with Employer under this Agreement (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)collectively, for which any acceleration will be solely as provided in the award agreement evidencing such units“Equity Awards”). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have , and any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for one (1) year and ninety (90) days after following Employee’s termination of employment without Cause(or such longer period as shall be provided by the applicable award agreement), death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during Xxxxxx Employment Agreement First Solar, Inc. Page 3 of 8 the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything If the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Agreement shall apply except that no provision in this Agreement shall operate to extend the term of any stock option or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to applystock appreciation right beyond its original expiration date.

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b3.1(a)(ii) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)KSTEPP, for which any acceleration will be solely as provided in the award agreement evidencing such units). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d3.1(c) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d3.1(c) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d3.1(c) shall continue to apply.

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b3.1(a)(ii) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date Xxxxxx Employment Agreement under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)KSTEPP, for which any acceleration will be solely as provided in the award agreement evidencing such units). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d3.1(c) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d3.1(c) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d3.1(c) shall continue to apply.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, Disability or (Ciii) the a termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ months of vesting credit with respect to the Employee’s stock options, stock appreciation rights, restricted stock and or any other equity or equity-based compensation of Employer granted to Employee in the course of his/her employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)compensation. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting datedate of Employee’s termination of employment. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year , and ninety (90) days after any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment without Causeshall remain exercisable for 12 months following Employee’s termination of employment, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction. In the event the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing Employee’s stock options, restricted stock, restricted stock units or any other equity compensation, the terms of this Agreement shall govern and control; provided further that that, notwithstanding anything to the contrary herein, in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (A) the termination of Employee’s 's employment with Employer due to Employee’s 's death, (B) the termination of Employee’s 's employment with Employer due to Disability, or (C) the termination of Employee’s 's employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, then Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ ' vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)Employer. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s 's stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided compensation other than options granted as part of the Initial Equity Award (and ninety (90) days following termination of employment without Cause to exercise the Initial Equity Award options), provided, that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment be credited immediately receive with an additional twelve (12) months’ vesting credit with respect to under the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of the Employer granted to Employee in the course of his/her his employment with Employer under this Agreement (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)collectively, for which any acceleration will be solely as provided in the award agreement evidencing such units“Equity Awards”). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year , and any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for ninety (90) days after following Employee’s termination of employment without Cause(or such longer period as shall be provided by the applicable award agreement), death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. If the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Agreement shall apply except that no provision in this Agreement shall operate to extend the term of any stock option or stock appreciation right beyond its original expiration date. Notwithstanding anything in this Agreement or the Change in Control Agreement Section 1.5(d) to the contrary, in the case of the termination of if Employee’s employment with the Employer due to Employee’s death or due to Disability following a Change is terminated without Cause and the Release Effective Date shall not occur, Employee shall forfeit any Equity Awards which vested in Control, accordance with this Section 3.2(d) and Employee shall continue execute such documents and take such actions as are necessary to applyeffect this forfeiture. In addition, pending the Release Effective Date, the Company shall adopt restrictions on the liquidity and transferability of shares acquired pursuant to Equity Awards which vest under this Section 1.5(d).

Equity Award Vesting. In the event of (A) the termination of Employee’s 's employment with Employer due to Employee’s 's death, (B) the termination of Employee’s 's employment with Employer due to Disability, or (C) the termination of Employee’s 's employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, then Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ ' vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)Employer. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, for Good Reason, death or Disability to exercise any such vested stock options or other equity compensation; provided , provided, that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to or (D) the Change in Control Agreement (which shall apply in lieu termination of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) aboveemployment due to Employee’s resignation for Good Reason, then Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units)Employer. The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Xxxxxxx Employment Agreement Employee will have one (1) year and ninety (90) days after termination of employment without Cause, for Good Reason, death or Disability to exercise any such vested stock options or other equity compensation; provided compensation other than options granted as part of the Initial Equity Award, provided, that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s 's employment with Employer due to Employee’s 's death, (Bii) the termination of Employee’s 's employment with Employer due to Disability, or (Ciii) the termination of Employee’s 's employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment be credited immediately receive with an additional twelve (12) months’ ' vesting credit with respect to under the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer under this Agreement (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)collectively, for which any acceleration will be solely as provided in the award agreement evidencing such units"Equity Awards"). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(dl .5(d) shall be payable on the vesting date. Any of Employee’s 's stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have one (1) year , and any such stock options and stock appreciation rights and any of Employee's stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee's termination of employment shall remain exercisable for ninety (90) days after following Employee's termination of employment without Cause(or such longer period as shall be provided by the applicable award agreement), death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and .provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. If the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Agreement shall apply except that .no provision in this Agreement shall operate to extend the term of any stock .option or stock appreciation right beyond its original expiration date. Notwithstanding anything in this Agreement or the Change in Control Agreement Section 1.5(d) to the contrary, in the case of the termination of if Employee’s 's employment with Employer due to Employee’s death or due to Disability following a Change is terminated without Cause and the Release Effective Date shall not occur, Employee shall forfeit any Equity Awards which vested in Control, accordance with this Section 3.2(d) and Employee shall continue execute such documents and take such actions as are necessary to applyeffect this forfeiture. In addition, pending the Release Effective Date, Employer shall adopt restrictions on the liquidity and transferability of shares acquired pursuant to Equity Awards which vest under this Section 1.5(d).

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her employment with Employer under this Agreement (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d)collectively, for which any acceleration will be solely as provided in the award agreement evidencing such units“Equity Awards”). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee will have , and any such stock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for one (1) year and ninety (90) days after following Employee’s termination of employment without Cause(or such longer period as shall be provided by the applicable award agreement), death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then window such period shall be tolled during the period of such trading restriction; provided further , and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything If the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Agreement shall apply except that no provision in this Agreement shall operate to extend the term of any stock option or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to applystock appreciation right beyond its original expiration date.

Equity Award Vesting. In the event of (Ai) the termination of Employee’s employment with Employer due to Employee’s death, (Bii) the termination of Employee’s employment with Employer due to Disability, Disability or (Ciii) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) 12 months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (under this Agreement, other than the Initial Employer Stock Options (defined below) and the Initial Employer RSUs (defined below) (which Initial Employer Stock Options and Initial Employer RSUs will have the vesting terms provided in Section 2.1(b)) (such equity awards, other than the Initial Employer Stock Options and the Initial Employer RSUs, collectively, “Equity Awards”). By reason of such additional vesting credit, any performance units granted after the Effective Date under an executive performance equity plan Equity Award (or portion thereof) that would have vested or become exercisable by its explicit terms in not subject within 12 months following the date of Employee’s termination of employment (assuming that Employee continued to this Section 3.2(d), perform services for which any acceleration such 12-month period) will be solely become vested or exercisable as provided in of the award agreement evidencing such unitsdate of Employee’s termination of employment (the “Vesting Date”). The shares of Employer stock underlying any restricted stock units that become vested pursuant to this Section 3.2(d1.5(d) shall be payable on the vesting dateVesting Date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d1.5(d) shall be exercisable immediately upon vesting. Employee the Vesting Date, and any such stock options and stock appreciation rights (and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment, other than the Initial Employer Stock Options (which Initial Employer Stock Options will have the post-termination exercise terms provided in Section 2.1(b)) shall remain exercisable for one (1) year and ninety (90) 90 days after following Employee’s termination of employment without Cause(or such longer period as shall be provided by the applicable award agreement), death or Disability to exercise any such vested stock options or other equity compensation; provided that, that if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further and provided, further, that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything If the terms of this Section 1.5(d) are more favorable to Employee than the terms of any document or agreement addressing or governing the Equity Awards, the terms of this Section 1.5(d) shall apply except that no provision in this Agreement shall operate to extend the term of any stock option or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to applystock appreciation right beyond its original expiration date.

Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her his employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in is not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.