Common use of Reduction in Workforce Clause in Contracts

Reduction in Workforce. If Participant’s employment with the Firm terminates before the date on which all RSUs subject to Participant’s Award have vested and (i) such termination is due to the elimination of Participant’s employment in connection with a reduction in workforce by the Firm and (ii) such termination of employment is without Cause, , Participant’s unvested Award shall be 100% vested and Shares underlying such vested RSUs shall be distributed to Participant in accordance with Section 2 hereof; provided, however, that in the event that Participant fails to sign a general release of claims provided by the Company, or Participant signs and revokes such release within the time permitted by law to revoke such release, then any Shares received in connection with the RSUs that became vested on such termination shall be cancelled and Participant shall return such Shares to the Company. Participant agrees that the Company may enforce the cancellation by all legal means available, including, without limitation, by withholding the value of the canceled Shares from other sums owed to Participant by the Company. To the extent that Section 409A of the Code applies to the vesting or distribution of any RSUs or underlying Shares hereunder, and Participant is a Specified Employee, then any vesting or distribution made in connection with or following the Participant's Separation from Service shall not be made earlier than the first business day of the seventh month following the Participant's Separation from Service, or if earlier the date of death of the Participant. Any vesting or distribution that is delayed in accordance with the foregoing sentence shall be made on the first business day following the expiration of such six (6) month period.

Reduction in Workforce. If Participant’s employment with the Firm terminates before the date on which all RSUs subject to Participant’s Award have vested and (i) such termination is due to the elimination of Participant’s employment in connection with a reduction in workforce by the Firm and (ii) such termination of employment is without Cause, , Participant’s unvested Award shall be 100% vested and Shares underlying such vested RSUs shall be distributed to Participant in accordance with Section 2 hereof; provided, however, that in the event that Participant fails to sign a general release of claims provided by the Company, or Participant signs and revokes such release within the time permitted by law to revoke such release, then any Shares received in connection with the RSUs that became vested on such termination shall be cancelled and Participant shall return such Shares to the Company. Participant agrees that the Company may enforce the cancellation by all legal means available, including, without limitation, by withholding the value of the canceled Shares from other sums owed to Participant by the Company. To the extent that Section 409A of the Code applies to the vesting or distribution of any RSUs RSUS or underlying Shares hereunder, and Participant is a Specified Employee, then any vesting or distribution made in connection with or following the Participant's Separation separation from Service service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations issued thereunder) shall not be made earlier than the first business day of the seventh month following the Participant's Separation separation from Serviceservice, or if earlier the date of death of the Participant. Any vesting or distribution that is delayed in accordance with the foregoing sentence shall be made on the first business day following the expiration of such six (6) month period.

Reduction in Workforce. If Participant’s employment with the Firm terminates before the date on which all RSUs DCUs subject to Participant’s Award have vested and (i) such termination is due to the elimination of Participant’s employment in connection with a reduction in workforce by the Firm and (ii) such termination of employment is without Cause, , Participant’s unvested Award shall be 100% vested and Shares underlying such vested RSUs the Award shall be distributed settled and the value of the DCUs shall be paid in cash to Participant in accordance with Section 2 hereof; provided, however, that in the event that Participant fails to sign a general release of claims provided by the Company, or Participant signs and revokes such release within the time permitted by law to revoke such release, then any Shares cash received in connection with the RSUs DCUs that became vested on such termination shall be cancelled due and Participant owing, and shall return such Shares be paid by Participant, to the Company. Participant agrees that the Company may enforce the cancellation this provision by all legal means available, including, without limitation, by withholding the value of the canceled Shares cash payment received from other sums owed to Participant by the Company. To the extent that Section 409A of the Code applies to the vesting or distribution of any RSUs DCUs or underlying Shares cash hereunder, and Participant is a Specified Employee, then any vesting or distribution made in connection with or following the Participant's Separation from Service shall not be made earlier than the first business day of the seventh month following the Participant's Separation from Service, or if earlier the date of death of the Participant. Any vesting or distribution that is delayed in accordance with the foregoing sentence shall be made on the first business day following the expiration of such six (6) month period.