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

Forfeiture of Unvested RSUs Upon Cessation of Service. (a) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant ceases to perform services as an employee, officer or director of, or consultant to, the Company for any reason or no reason, with or without Cause (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 in the Plan) 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. Upon the vesting 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.

Forfeiture of Unvested RSUs Upon Cessation of Service. (a) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant ceases to perform services as an employee, officer or director of, or consultant to, to the Company for any reason or no reason, with or without Cause (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 or the acquiring or succeeding corporation is terminated for Good Reason (as defined in the Plan) by the Participant or is terminated by the Company or the acquiring or succeeding corporation 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. Upon the vesting 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.

Forfeiture of Unvested RSUs Upon Cessation of Service. (a) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant ceases to perform services as an employee, officer or director of, or consultant to, to the Company for any reason or no reason, with or without Cause (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 In the first anniversary of event that the date of Participant’s services are terminated by the Company without Cause (as defined in the Plan) within one year following 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 in the Plan) 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. Upon the vesting 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.

Forfeiture of Unvested RSUs Upon Cessation of Service. (a) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant ceases to perform services as an employee, officer or director of, or consultant to, to the Company for any reason or no reason, with or without Cause (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 in the Planbelow) 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. Upon the vesting 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 employment or other agreement with the Company, or is a participant in a Company severance plan (other than the Plan) or policy, in any case that defines Good Reason, have the meaning set forth in that agreement, plan or policy and (ii) otherwise, have the meaning set forth in the Plan.