Common use of Performance-Vesting RSUs Clause in Contracts

Performance-Vesting RSUs. (i) The Company hereby grants the Participant 4,166,667 RSUs as of the Date of Grant (the “Performance-Vesting RSUs”), on the conditions set forth in this Section 2(a)(i). Upon the achievement by the Company of a Common Stock Price that equals or exceeds each Stock Price Threshold during the Performance Share Eligibility Period (the date of such achievement, a “Stock Price Threshold Achievement Date”), the Company shall issue to the Participant following such Stock Price Threshold Achievement Date, a number of shares of Common Stock (the “Performance Shares”) equal to (A) the number of Performance-Vesting RSUs, multiplied by (B) the Initial Stock Price, divided by (C) the applicable Stock Price Threshold achieved. The Performance Shares achieved on a Stock Price Threshold Achievement Date shall be issued on, or as soon as reasonably practicable following, the 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 Stock Price Threshold Achievement Date occurs). For the avoidance of doubt, (x) subject to Section 3, the Performance-Vesting RSUs will remain outstanding through the end of the Performance Share Eligibility Period and will be settled in additional shares of Common Stock upon attainment of each Stock Price Threshold (provided that not more than one issuance of the Performance Shares shall be made in respect of each specific Stock Price Threshold achieved) and (y) the Participant shall not be eligible to receive any Performance Shares with respect to achievement of any Stock Price Threshold following the end of the Performance Share Eligibility Period. (ii) The number of Performance Shares issued following any vesting date shall be rounded down to the nearest whole share. (iii) One-third of the Performance Shares issued following any Stock Price Threshold Achievement Date shall be fully vested upon issuance and the remaining Performance Shares shall become vested in two equal annual installments on each of the first and second anniversaries of the applicable Stock Price Threshold Achievement Date, subject to the Participant’s continued employment with the Company or any of its Affiliates through the applicable vesting date. Notwithstanding anything to the contrary herein, to the extent the Company reasonably anticipates that the issuance of Performance Shares hereunder will violate Federal securities laws or other applicable law (within the meaning of Treasury Regulation 1.409A-2(b)(7)(ii) and any interpretative guidance thereunder), then such issuance may be delayed until the earliest date at which the Company reasonably anticipates that the issuance will not cause such violation.

Performance-Vesting RSUs. (i) The Company hereby grants the Participant 4,166,667 1,104,167 RSUs as of the Date of Grant (the “Performance-Vesting RSUs”), on the conditions set forth in this Section 2(a)(i2(b)(i). Upon the achievement by the Company of a Common Stock Price that equals or exceeds each Stock Price Threshold during the Performance Share Eligibility Period (the date of such achievement, a “Stock Price Threshold Achievement Date”), the Company shall issue to the Participant following such Stock Price Threshold Achievement Date, a number of shares of Common Stock (the “Performance Shares”) equal to (A) the number of Performance-Vesting RSUs, multiplied by (B) the Initial Stock Price, divided by (C) the applicable Stock Price Threshold achieved. The Performance Shares achieved on a Stock Price Threshold Achievement Date shall be issued on, or as soon as reasonably practicable following, the 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 Stock Price Threshold Achievement Date occurs). For the avoidance of doubt, (x) subject to Section 3, the Performance-Vesting RSUs will remain outstanding through the end of the Performance Share Eligibility Period and will be settled in additional shares of Common Stock upon attainment of each Stock Price Threshold (provided that not more than one issuance of the Performance Shares shall be made in respect of each specific Stock Price Threshold achieved) and (y) the Participant shall not be eligible to receive any Performance Shares with respect to achievement of any Stock Price Threshold following the end of the Performance Share Eligibility Period. (ii) The number of Performance Shares issued following any vesting date shall be rounded down to the nearest whole share. (iii) One-third of the Performance Shares issued following any Stock Price Threshold Achievement Date shall be fully vested upon issuance and the remaining Performance Shares shall become vested in two equal annual installments on each of the first and second anniversaries of the applicable Stock Price Threshold Achievement Date, subject to the Participant’s continued employment with the Company or any of its Affiliates through the applicable vesting date. Notwithstanding anything to the contrary herein, to the extent the Company reasonably anticipates that the issuance of Performance Shares hereunder will violate Federal securities laws or other applicable law (within the meaning of Treasury Regulation 1.409A-2(b)(7)(ii) and any interpretative guidance thereunder), then such issuance may be delayed until the earliest date at which the Company reasonably anticipates that the issuance will not cause such violation.

Performance-Vesting RSUs. (i) The Company hereby grants Notwithstanding anything to the Participant 4,166,667 RSUs as of contrary contained in this Agreement, with respect to the Date of Grant (the “Performance-Vesting RSUs”), on upon the conditions set forth in this Section 2(a)(i). Upon date the achievement Participant no longer is employed by the Company or any of a Common Stock Price that equals its Affiliates for any reason (other than due to termination by the Company for Cause or exceeds each Stock Price Threshold during by the Performance Share Eligibility Period (the date of such achievement, a “Stock Price Threshold Achievement Date”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 following on such Stock Price Threshold Achievement Datedate of such termination of employment, a number of shares of Common Stock (the “Performance Shares”) equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (By) the Initial Stock Price, divided by (Cz) the applicable 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 achieved. The Performance Shares above the Initial Stock Price achieved on a by the Company (or, if no such Stock Price Threshold Achievement Date 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 issued settled in the Partial Performance Shares on, or as soon as reasonably practicable following, the Stock Price Threshold Achievement Date date of termination (but in any event on or prior to March 15 of the calendar year following the year in which the Stock Price Threshold Achievement Date date of termination occurs). For the avoidance of doubt, (x) subject to Section 3, the Performance-Vesting RSUs will remain outstanding through the end of the Performance Share Eligibility Period and will be settled in additional shares of Common Stock upon attainment of each Stock Price Threshold (provided that not more than one issuance of the Performance Shares shall be made in respect of each specific Stock Price Threshold achieved) and (y) the Participant shall not be eligible to receive any Performance Shares with respect to achievement of any Stock Price Threshold following the end of the Performance Share Eligibility Period. (ii) The number of Performance Shares issued following any vesting date shall be rounded down to the nearest whole share. (iii) One-third of the Performance Shares issued following any Stock Price Threshold Achievement Date shall be fully vested upon issuance and the remaining Performance Shares shall become vested in two equal annual installments on each of the first and second anniversaries of the applicable Stock Price Threshold Achievement Date, subject to the Participant’s continued employment with the Company or any of its Affiliates through the applicable vesting date. Notwithstanding anything to the contrary set forth herein, to the extent the Company reasonably anticipates that the issuance of Performance Shares hereunder will violate Federal securities laws or other applicable law described in this subsection (within the meaning of Treasury Regulation 1.409A-2(b)(7)(iib) and any interpretative guidance thereunder), then such issuance may the Partial Performance Shares shall be delayed until fully vested on the earliest date at which the Company reasonably anticipates that the issuance will not cause such violationof grant.

Performance-Vesting RSUs. (i) The Company hereby grants Notwithstanding anything to the Participant 4,166,667 RSUs as of contrary contained in this Agreement, with respect to the Date of Grant (the “Performance-Vesting RSUs”), on upon the conditions set forth in this Section 2(a)(i). Upon date the achievement Participant no longer is employed by the Company or any of a Common Stock Price that equals its Affiliates for any reason (other than due to termination by the Company for Cause or exceeds each Stock Price Threshold during by the Performance Share Eligibility Period (the date of such achievement, a “Stock Price Threshold Achievement Date”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(b)(i), and (ii) issue to the Participant following on such Stock Price Threshold Achievement Datedate of such termination of employment, a number of shares of Common Stock (the “Performance Shares”) equal to the (A) (x) the number of Performance-Vesting RSUs, multiplied by (By) the Initial Stock Price, divided by (Cz) the applicable 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 achieved. The Performance Shares above the Initial Stock Price achieved on a by the Company (or, if no such Stock Price Threshold Achievement Date above the Initial Stock Price has been achieved, the Initial Stock Price), and the denominator of which equals $4.50, 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(c) shall be issued settled in the Partial Performance Shares on, or as soon as reasonably practicable following, the Stock Price Threshold Achievement Date date of termination (but in any event on or prior to March 15 of the calendar year following the year in which the Stock Price Threshold Achievement Date date of termination occurs). For the avoidance of doubt, (x) subject to Section 3, the Performance-Vesting RSUs will remain outstanding through the end of the Performance Share Eligibility Period and will be settled in additional shares of Common Stock upon attainment of each Stock Price Threshold (provided that not more than one issuance of the Performance Shares shall be made in respect of each specific Stock Price Threshold achieved) and (y) the Participant shall not be eligible to receive any Performance Shares with respect to achievement of any Stock Price Threshold following the end of the Performance Share Eligibility Period. (ii) The number of Performance Shares issued following any vesting date shall be rounded down to the nearest whole share. (iii) One-third of the Performance Shares issued following any Stock Price Threshold Achievement Date shall be fully vested upon issuance and the remaining Performance Shares shall become vested in two equal annual installments on each of the first and second anniversaries of the applicable Stock Price Threshold Achievement Date, subject to the Participant’s continued employment with the Company or any of its Affiliates through the applicable vesting date. Notwithstanding anything to the contrary set forth herein, to the extent the Company reasonably anticipates that the issuance of Performance Shares hereunder will violate Federal securities laws or other applicable law described in this subsection (within the meaning of Treasury Regulation 1.409A-2(b)(7)(iic) and any interpretative guidance thereunder), then such issuance may the Partial Performance Shares shall be delayed until fully vested on the earliest date at which the Company reasonably anticipates that the issuance will not cause such violationof grant.