Common use of Grant of Performance Share Unit Award Clause in Contracts

Grant of Performance Share Unit Award. 1.1 The Company hereby grants to the Grantee the award (“Award”) of Performance Share Units (“PSUs”) set forth above on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. A bookkeeping account will be maintained by the Company to keep track of the PSUs. 1.2 The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the PSUs shall vest in accordance with Section 2 hereof. Except as otherwise determined by the Committee, this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Grantee other than by will or the laws of descent and distribution. Any sale, assignment, transfer, pledge, hypothecation, loan or other disposition other than in accordance with this Section 1.2 shall be null and void. 1.3 Notwithstanding anything herein to the contrary, Xxxxxxx acknowledges and understands that the Award granted hereby is contingent upon Xxxxxxx’s execution of the Protective Agreement attached hereto as Exhibit B, which Xxxxxxx is executing contemporaneously with this Agreement. In the event Grantee breaches any provisions of the Protective Agreement, the PSUs shall be automatically forfeited without consideration effective as of the date on which such breach first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and Grantee shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of Xxxxxxx’s breach of the Protective Agreement. Without limiting the foregoing, to the extent permitted under applicable law, any Shares that have previously been delivered to Grantee or Grantee’s beneficiaries or heirs on vesting of the PSUs, and which are still held by Grantee or Xxxxxxx’s beneficiaries or heirs as of the date of such breach, shall immediately be forfeited without consideration.