Common use of Grant of Performance-Based Restricted Stock Units Clause in Contracts

Grant of Performance-Based Restricted Stock Units. In consideration of services rendered and to be rendered to the Company by the Participant, the Company hereby grants to the Participant, upon the terms and subject to the conditions set forth in this Agreement and in the Plan, as of the Grant Date specified above, an award consisting of the number of PBRSUs specified above (the “Granted PBRSUs”), with the actual number of shares of Common Stock to be issued in respect thereof pursuant to Section 3 (the “PBRSU Shares”) contingent upon satisfaction of the vesting conditions described in Section 2 but not to exceed the number of shares equal to the number of Granted PBRSUs that become “vested” pursuant to Section 2 below (the “Maximum Shares”). The Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the equity of the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions, or other rights in respect of the shares of Common Stock underlying the Granted PBRSUs, except as otherwise specifically provided for in the Plan or this Agreement. The Committee may, in its sole discretion, make adjustments or take other equitable actions to remediate any dilutive effect resulting from any strategic transaction, including in connection with any Change of Control.

Grant of Performance-Based Restricted Stock Units. In consideration of services rendered and to be rendered to the Company by the Participant, the Company hereby grants to the Participant, upon the terms and subject to the conditions set forth in this Agreement and in the Plan, as of the Grant Date specified above, an award consisting of the number of PBRSUs specified above (the “Granted PBRSUs”), with the actual number of shares of Common Stock to be issued in respect thereof pursuant to Section 3 (the “PBRSU Shares”) contingent upon satisfaction of the vesting conditions described in Section 2 2, but not to exceed the number of shares equal to the number of Granted PBRSUs that become “vested” pursuant to Section 2 below (the “Maximum Shares”). The Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the equity of the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions, distributions or other rights in respect of the shares of Common Stock underlying the Granted PBRSUs, except as otherwise specifically provided for in the Plan or this Agreement. The Committee may, in its sole discretion, make adjustments or take other equitable actions to remediate any dilutive effect resulting from any strategic transaction, including in connection with any Change of Control.