Common use of Performance-Vesting RSUs Clause in Contracts

Performance-Vesting RSUs. Notwithstanding anything to the contrary contained in this Agreement, with respect to the Performance-Vesting RSUs, upon the date the Participant no longer is employed by the Company or any of its Affiliates for any reason (other than due to termination by the Company for Cause or by the Participant without Good Reason), the Company shall (i) remain obligated to settle any Performance-Vesting RSUs for which the Stock Price Threshold Achievement Date occurred prior to such termination of employment in Performance Shares in accordance with Section 2(a)(i), and (ii) issue to the Participant on such date of such termination of employment, a number of shares of Common Stock equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (y) the Initial Stock Price, divided by (z) the Common Stock Price as of the date of such termination of employment, multiplied by (B) a percentage, represented by a fraction, the numerator of which is the amount that the Common Stock Price as of the date of such termination of employment exceeds the last Stock Price Threshold above the Initial Stock Price achieved by the Company (or, if no such Stock Price Threshold above the Initial Stock Price has been achieved, the Initial Stock Price), and the denominator of which equals $25.00, rounded down to the nearest whole share (such shares, the “Partial Performance Shares”). Any Performance-Vesting RSUs that become earned pursuant to this Section 3(b) shall be settled in the Partial Performance Shares on, or as soon as reasonably practicable following, the date of termination (but in any event on or prior to March 15 of the calendar year following the year in which the date of termination occurs). Notwithstanding anything to the contrary set forth herein, the Performance Shares described in this subsection (b) and the Partial Performance Shares shall be fully vested on the date of grant.

Performance-Vesting RSUs. Notwithstanding anything to the contrary contained in this Agreement, with respect to the Performance-Vesting RSUs, upon the date the Participant no longer is employed by the Company or any of its Affiliates for any reason (other than due to termination by the Company for Cause or by the Participant without Good Reason), the Company shall (i) remain obligated to settle any Performance-Vesting RSUs for which the Stock Price Threshold Achievement Date occurred prior to such termination of employment in Performance Shares in accordance with Section 2(a)(i2(b)(i), and (ii) issue to the Participant on such date of such termination of employment, a number of shares of Common Stock equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (y) the Initial Stock Price, divided by (z) the Common Stock Price as of the date of such termination of employment, multiplied by (B) a percentage, represented by a fraction, the numerator of which is the amount that the Common Stock Price as of the date of such termination of employment exceeds the last Stock Price Threshold above the Initial Stock Price achieved by the Company (or, if no such Stock Price Threshold above the Initial Stock Price has been achieved, the Initial Stock Price), and the denominator of which equals $25.004.50, rounded down to the nearest whole share (such shares, the “Partial Performance Shares”). Any Performance-Vesting RSUs that become earned pursuant to this Section 3(b3(c) shall be settled in the Partial Performance Shares on, or as soon as reasonably practicable following, the date of termination (but in any event on or prior to March 15 of the calendar year following the year in which the date of termination occurs). Notwithstanding anything to the contrary set forth herein, the Performance Shares described in this subsection (bc) and the Partial Performance Shares shall be fully vested on the date of grant.

Performance-Vesting RSUs. Notwithstanding anything to (i) The Company hereby grants the contrary contained in this Agreement, with respect to Participant 4,166,667 RSUs as of the Date of Grant (the “Performance-Vesting RSUs”), upon on the date conditions set forth in this Section 2(a)(i). Upon the Participant no longer is employed achievement by the Company of a Common Stock Price that equals or any exceeds each Stock Price Threshold during the Performance Share Eligibility Period (the date of its Affiliates for any reason (other than due to termination by the Company for Cause or by the Participant without Good Reasonsuch achievement, a “Stock Price Threshold Achievement Date”), the Company shall (i) remain obligated issue to settle any Performance-Vesting RSUs for which the Participant following such Stock Price Threshold Achievement Date occurred prior to such termination of employment in Performance Shares in accordance with Section 2(a)(i), and (ii) issue to the Participant on such date of such termination of employmentDate, a number of shares of Common Stock (the “Performance Shares”) equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (yB) the Initial Stock Price, divided by (zC) the Common Stock Price as of the date of such termination of employment, multiplied by (B) a percentage, represented by a fraction, the numerator of which is the amount that the Common Stock Price as of the date of such termination of employment exceeds the last applicable Stock Price Threshold above the Initial Stock Price achieved. The Performance Shares achieved by the Company (or, if no such on a Stock Price Threshold above the Initial Stock Price has been achieved, the Initial Stock Price), and the denominator of which equals $25.00, rounded down to the nearest whole share (such shares, the “Partial Performance Shares”). Any Performance-Vesting RSUs that become earned pursuant to this Section 3(b) Achievement Date shall be settled in the Partial Performance Shares issued on, or as soon as reasonably practicable following, the date of termination Stock Price Threshold Achievement Date (but in any event on or prior to March 15 of the calendar year following the year in which the date of termination Stock Price Threshold Achievement Date occurs). Notwithstanding anything For the avoidance of doubt, (x) subject to the contrary set forth hereinSection 3, the Performance-Vesting RSUs will remain outstanding through the end of the Performance Shares described Share Eligibility Period and will be settled in this subsection additional shares of Common Stock upon attainment of each Stock Price Threshold (b) and provided that not more than one issuance of the Partial Performance Shares shall be fully vested on made in respect of each specific Stock Price Threshold achieved) and (y) the date Participant shall not be eligible to receive any Performance Shares with respect to achievement of grantany Stock Price Threshold following the end of the Performance Share Eligibility Period.

Performance-Vesting RSUs. Notwithstanding anything to (i) The Company hereby grants the contrary contained in this Agreement, with respect to Participant 1,104,167 RSUs as of the Date of Grant (the “Performance-Vesting RSUs”), upon on the date conditions set forth in this Section 2(b)(i). Upon the Participant no longer is employed achievement by the Company of a Common Stock Price that equals or any exceeds each Stock Price Threshold during the Performance Share Eligibility Period (the date of its Affiliates for any reason (other than due to termination by the Company for Cause or by the Participant without Good Reasonsuch achievement, a “Stock Price Threshold Achievement Date”), the Company shall (i) remain obligated issue to settle any Performance-Vesting RSUs for which the Participant following such Stock Price Threshold Achievement Date occurred prior to such termination of employment in Performance Shares in accordance with Section 2(a)(i), and (ii) issue to the Participant on such date of such termination of employmentDate, a number of shares of Common Stock (the “Performance Shares”) equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (yB) the Initial Stock Price, divided by (zC) the Common Stock Price as of the date of such termination of employment, multiplied by (B) a percentage, represented by a fraction, the numerator of which is the amount that the Common Stock Price as of the date of such termination of employment exceeds the last applicable Stock Price Threshold above the Initial Stock Price achieved. The Performance Shares achieved by the Company (or, if no such on a Stock Price Threshold above the Initial Stock Price has been achieved, the Initial Stock Price), and the denominator of which equals $25.00, rounded down to the nearest whole share (such shares, the “Partial Performance Shares”). Any Performance-Vesting RSUs that become earned pursuant to this Section 3(b) Achievement Date shall be settled in the Partial Performance Shares issued on, or as soon as reasonably practicable following, the date of termination Stock Price Threshold Achievement Date (but in any event on or prior to March 15 of the calendar year following the year in which the date of termination Stock Price Threshold Achievement Date occurs). Notwithstanding anything For the avoidance of doubt, (x) subject to the contrary set forth hereinSection 3, the Performance-Vesting RSUs will remain outstanding through the end of the Performance Shares described Share Eligibility Period and will be settled in this subsection additional shares of Common Stock upon attainment of each Stock Price Threshold (b) and provided that not more than one issuance of the Partial Performance Shares shall be fully vested on made in respect of each specific Stock Price Threshold achieved) and (y) the date Participant shall not be eligible to receive any Performance Shares with respect to achievement of grantany Stock Price Threshold following the end of the Performance Share Eligibility Period.