Common use of Grants in Year of Termination Clause in Contracts

Grants in Year of Termination. Notwithstanding the foregoing in this Section 3(c), if the Grantee’s Termination Date occurs in the same calendar year as the Date of Grant and the Grantee has been in Continuous Service for at least six months during such calendar year, this SAR shall instead vest and become exercisable only with respect to the number of Shares determined by multiplying the total number of Shares subject to this SAR by a fraction, the numerator of which is the number of completed calendar months in such calendar year during which Grantee remained in Continuous Service, and the denominator of which is equal to the number of months in the vesting period. Such prorated portion shall vest and become exercisable ratably in accordance with the vesting schedule set forth in the Notice. The remaining unvested portion of this SAR (if any) shall be immediately canceled and forfeited without consideration. If the Grantee has been in Continuous Service for less than six months during such calendar year, this SAR shall be immediately canceled and forfeited without consideration as of the Termination Date.

Grants in Year of Termination. Notwithstanding the foregoing in this Section 3(c3(b), if the Grantee’s Termination Date occurs in the same calendar year as the Date of Grant and the Grantee has been in Continuous Service for at least six months during such calendar year, this SAR shall instead vest and become exercisable only with respect to the number of Shares determined by multiplying the total number of Shares subject to this SAR by a fraction, the numerator of which is the number of completed calendar months in such calendar year during which Grantee remained in Continuous Service, and the denominator of which is equal to the number of months in the vesting periodtwelve. Such prorated portion shall vest and become exercisable ratably in accordance with the vesting schedule set forth in the Notice. The remaining unvested portion of this SAR (if any) shall be immediately canceled and forfeited without consideration. If the Grantee has been in Continuous Service for less than six months during such calendar year, this SAR shall be immediately canceled and forfeited without consideration as of the Termination Date.