Common use of Forfeiture of Unvested RSUs Upon Cessation of Service Clause in Contracts

Forfeiture of Unvested RSUs Upon Cessation of Service. In the event that the Participant ceases to be an employee, officer, or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”) for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. Notwithstanding the foregoing, to the extent the Participant is a party to an Executive Severance Agreement or other written employment agreement with the Company that provides for the RSUs to remain outstanding and continue to vest during a specified period of time following Participant’s cessation of status as an Eligible Participant (such period, the “Severance Period”), the RSUs will remain outstanding and will continue to vest, and the Shares will be delivered upon such vesting, in accordance with the terms of this Agreement during the Severance Period as if the Participant had continued to be an Eligible Participant during such period, subject to any conditions on the vesting and delivery as may be contained in such Executive Severance Agreement or other written agreement. For the avoidance of doubt, any portion of the RSUs that fails to vest during the Severance Period will immediately be forfeited on the last day of such period.

Forfeiture of Unvested RSUs Upon Cessation of Service. In the event that the Participant ceases to be an employee, officer, or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan Eligible Participant (an “Eligible Participant”as defined below) for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If The Participant shall be an “Eligible Participant” if he or she is an employee, director or officer of, or consultant or advisor to, the Participant provides services Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to a subsidiary receive awards of RSUs under the Plan. For purposes of the CompanyRSUs, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. Notwithstanding the foregoing, to the extent the Participant is a party to an Executive Severance Agreement or other written employment agreement with the Company that provides for the RSUs to remain outstanding and continue to vest during a specified period of time following Participant’s cessation of status as an Eligible Participant (such periodwill be considered terminated as of the date the Participant is no longer actively providing services to the Company, the “Severance Period”), Employer or any of the RSUs will remain outstanding other affiliates of the Company (regardless of the reason for such termination and will continue whether or not later found to vest, and be invalid or in breach of employment laws in the Shares will be delivered upon such vesting, in accordance with jurisdiction where the Participant is employed or engaged or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement during or determined by the Severance Period Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant had continued is no longer actively providing services for purposes of the RSU grant (including whether the Participant may still be considered to be an Eligible Participant during such period, subject to any conditions providing services while on the vesting and delivery as may be contained in such Executive Severance Agreement or other written agreement. For the avoidance a leave of doubt, any portion of the RSUs that fails to vest during the Severance Period will immediately be forfeited on the last day of such periodabsence).

Forfeiture of Unvested RSUs Upon Cessation of Service. In the event that the Participant ceases to be an employee, officer, or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan Eligible Participant (an “Eligible Participant”as defined below) for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If The Participant shall be an “Eligible Participant” if he or she is an employee, director or officer of, or consultant or advisor to, the Participant provides services Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to a subsidiary receive awards of RSUs under the Plan. For purposes of the CompanyRSUs, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. Notwithstanding the foregoing, to the extent the Participant is a party to an Executive Severance Agreement or other written employment agreement with the Company that provides for the RSUs to remain outstanding and continue to vest during a specified period of time following Participant’s cessation of status as an Eligible Participant (such periodwill be considered terminated as of the date the Participant is no longer actively providing services to the Company, the “Severance Period”), Employer (as defined below) or any of the RSUs will remain outstanding other affiliates of the Company (regardless of the reason for such termination and will continue whether or not later found to vest, and be invalid or in breach of employment laws in the Shares will be delivered upon such vesting, in accordance with jurisdiction where the Participant is employed or engaged or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement during or determined by the Severance Period as if Company, the Participant had continued Participant’s right to be an Eligible Participant during such period, subject to any conditions on vest in the vesting RSUs and delivery as may be contained receive shares in such Executive Severance Agreement or other written agreement. For the avoidance of doubt, any portion settlement of the RSUs that fails to vest during under the Severance Period Plan, if any, will immediately be forfeited on the last day terminate as of such perioddate and will not be extended by any notice period (e.g., the period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any); the Board or the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSU grant (including whether the Participant may still be considered to be providing services while on a leave of absence) subject to Section 409A (as defined below).

Forfeiture of Unvested RSUs Upon Cessation of Service. In (a) Except as otherwise provided in this Agreement or an effective written employment, separation, or other agreement between the Participant and the Company, in the event that the Participant ceases to be an employee, officer, or director of, or consultant or advisor to, perform services to the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”) for any reason or no reason, with or without causeCompany, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. Notwithstanding . (b) In the foregoingevent Participant ceases to be employed by the Company due to a Good Leaver Termination prior to a Change in Control Event (each as defined below), any unvested RSUs that would have vested during the one-year period following the cessation of employment had the Good Leaver Termination not occurred shall not be forfeited but instead will vest upon such cessation, subject to the extent Participant’s compliance with Section 6 of the Participant is a party Company’s Amended and Restated Severance Benefits Plan (the “Severance Benefits Plan”). Any unvested RSUs that do not vest pursuant to an Executive Severance Agreement or other written the foregoing sentence shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective upon the Good Leaver Termination. (c) For purposes of this Agreement, “Good Leaver Termination” means termination of Participant’s employment agreement with the Company that provides for due to death, disability (as defined in Section 409A of the RSUs to remain outstanding and continue to vest during a specified period Internal Revenue Code of time following Participant’s cessation of status 1986, as an Eligible Participant (such period, the “Severance Period”amended), the RSUs will remain outstanding and will continue to vest, and the Shares will be delivered upon such vesting, or a Covered Termination (as defined in accordance with the terms of this Agreement during the Severance Period as if the Participant had continued to be an Eligible Participant during such period, subject to any conditions on the vesting and delivery as may be contained in such Executive Severance Agreement or other written agreement. For the avoidance of doubt, any portion of the RSUs that fails to vest during the Severance Period will immediately be forfeited on the last day of such periodBenefits Plan).

Forfeiture of Unvested RSUs Upon Cessation of Service. In the event that the Participant ceases to be an employee, officer, or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan Eligible Participant (an “Eligible Participant”as defined below) for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If The Participant shall be an “Eligible Participant” if he or she is an employee, director or officer of, or consultant or advisor to, the Participant provides services Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to a subsidiary receive awards of RSUs under the Plan. For purposes of the CompanyRSUs, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. Notwithstanding the foregoing, to the extent the Participant is a party to an Executive Severance Agreement or other written employment agreement with the Company that provides for the RSUs to remain outstanding and continue to vest during a specified period of time following Participant’s cessation of status as an Eligible Participant (such periodwill be considered terminated as of the date the Participant is no longer actively providing services to the Company, the “Severance Period”), Employer (as defined below) or any of the RSUs will remain outstanding other affiliates of the Company (regardless of the reason for such termination and will continue whether or not later found to vest, and be invalid or in breach of employment laws in the Shares will be delivered upon such vesting, in accordance with jurisdiction where the Participant is employed or engaged or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement during or determined by the Severance Period Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant had continued is no longer actively providing services for purposes of the RSU grant (including whether the Participant may still be considered to be an Eligible Participant during such period, subject to any conditions providing services while on the vesting and delivery as may be contained in such Executive Severance Agreement or other written agreement. For the avoidance a leave of doubt, any portion of the RSUs that fails to vest during the Severance Period will immediately be forfeited on the last day of such periodabsence).

Forfeiture of Unvested RSUs Upon Cessation of Service. In (a) Except as otherwise provided in this Agreement or an effective written employment, separation, or other agreement between the Participant and the Company, in the event that the Participant ceases to be an employee, officer, or director of, or consultant or advisor to, perform services to the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”) for any reason or no reason, with or without causeCompany, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. Notwithstanding . (b) In the foregoingevent Participant ceases to be employed by the Company due to a Good Leaver Termination prior to a Change in Control Event (each as defined below), any unvested RSUs that would have vested during the one-year period following the cessation of employment had the Good Leaver Termination not occurred shall not be forfeited but instead will vest upon such cessation, subject to the extent Participant’s compliance with Section 6 of the Company’s Severance Benefits Plan (as modified for the Participant is a party pursuant to an Executive Severance the Employment Agreement or other written between the Participant and the Company). Any unvested RSUs that do not vest pursuant to the foregoing sentence shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective upon the Good Leaver Termination. (c) For purposes of this Agreement, “Good Leaver Termination” means termination of Participant’s employment agreement with the Company that provides for due to death, disability (as defined in Section 409A of the RSUs to remain outstanding and continue to vest during Internal Revenue Code of 1986, as amended), or a specified period of time following Covered Termination (as defined in the Participant’s cessation of status as an Eligible Participant (such period, the “Severance Period”written employment agreement), the RSUs will remain outstanding and will continue to vest, and the Shares will be delivered upon such vesting, in accordance with the terms of this Agreement during the Severance Period as if the Participant had continued to be an Eligible Participant during such period, subject to any conditions on the vesting and delivery as may be contained in such Executive Severance Agreement or other written agreement. For the avoidance of doubt, any portion of the RSUs that fails to vest during the Severance Period will immediately be forfeited on the last day of such period.

Forfeiture of Unvested RSUs Upon Cessation of Service. In (a) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant ceases to be perform services as an employee, officer, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”) for any reason or no reason, with or without causeCause (as defined in the Plan), all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary. (b) If, on or prior to the first anniversary of the date of the consummation of a Change in Control Event (as defined in the Plan), the Participant’s employment with the Company is terminated for Good Reason (as defined below) by the Participant or is terminated by the Company without Cause (as defined in the Plan), all of the RSUs that vest solely based on the passage of time and that are unvested and have not been forfeited as of the time of such termination shall immediately vest in full on the Participant’s date of termination. Notwithstanding Upon the foregoingvesting of the RSUs as described in this Section 3(b), the Company will deliver to the Participant, for each RSU that becomes vested, one share of Common Stock, subject to the payment of any taxes pursuant to Section 7. The Common Stock will be delivered to the Participant as soon as practicable following the Participant’s date of termination, but in any event within 30 days of such date. For purposes of this Agreement, “Good Reason” shall (i) to the extent the Participant is a party to an Executive Severance Agreement employment or other written employment agreement with the Company, or is a participant in a Company that provides for severance plan (other than the RSUs to remain outstanding and continue to vest during a specified period of time following Participant’s cessation of status as an Eligible Participant (such period, the “Severance Period”), the RSUs will remain outstanding and will continue to vest, and the Shares will be delivered upon such vestingPlan) or policy, in accordance with any case that defines Good Reason, have the terms of this Agreement during meaning set forth in that agreement, plan or policy and (ii) otherwise, have the Severance Period as if meaning set forth in the Participant had continued to be an Eligible Participant during such period, subject to any conditions on the vesting and delivery as may be contained in such Executive Severance Agreement or other written agreement. For the avoidance of doubt, any portion of the RSUs that fails to vest during the Severance Period will immediately be forfeited on the last day of such periodPlan.