Common use of Special Vesting Upon Death, Disability and Retirement Clause in Contracts

Special Vesting Upon Death, Disability and Retirement. Notwithstanding Section 5(a), in the event that the Grantee’s employment with the Company is terminated upon the occurrence of an event specified in sub-clauses (i) or (ii) below, the Restricted Stock Units shall vest on the dates specified in sub-clauses (i) or (ii) (as applicable) below: i. In the event of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on the date of the Grantee’s death or termination of employment as a result of Disability; and ii. In the event of the Grantee’s Retirement, (A) if the Grantee’s date of Retirement is on or after the first vesting date specified in Section 5(a), all of the remaining Restricted Stock Units shall immediately vest on such date of Retirement and (B) if the Grantee’s date of Retirement is before the first vesting date specified in Section 5(a), the following number of the Restricted Stock Units will vest: (x) the total number of Restricted Stock Units covered by this Agreement, multiplied by (y) a fraction, the numerator of which is the number of months immediately following the Grant Date during which the Grantee was continuously employed by the Company (rounded up to the nearest whole month) and the denominator of which is the number of months between the Grant Date and the final vesting date as specified by Section 5(a) (rounded to the nearest whole month). For the avoidance of doubt, if the Grantee’s date of Retirement is before the first vesting date specified in Section 5(a), all Restricted Stock Units that did not vest in accordance with the preceding sentence shall be forfeited.

Special Vesting Upon Death, Disability and Retirement. Notwithstanding Section 5(a6(a), in the event that the Grantee’s employment with the Company is terminated upon the occurrence of an event specified in sub-clauses (i) or through (iiiv) below, the Restricted Stock Units Earned RSUs shall vest on the dates specified in sub-clauses (i) or through (iiiv) (as applicable) below: i. (i) In the event of the Grantee’s death or Disability at any timeoccurs prior to the first vesting date specified in Section 6(a), all unvested the number Restricted Stock Units not previously forfeited deemed to be Earned RSUs will be 100% of the Restricted Stock Units, and all such Earned RSUs shall immediately vest on the date of the Grantee’s death or termination of employment as a result of Disability; and; (ii. ) In the event of the Grantee’s Retirement, (A) if the Grantee’s date of Retirement is death or Disability occurs on or after the first vesting date specified in Section 5(a6(a), all 100% of the remaining Restricted Stock Units Earned RSUs determined under Section 5 shall immediately vest on such the date of Retirement and (B) if the Grantee’s date death or termination of employment as a result of Disability; (iii) In the event the Grantee’s Retirement is before occurs prior to the first vesting date specified in Section 5(a6(a), the following number of the Restricted Stock Units will vestdeemed to be Earned RSUs: (xA) the total number of Restricted Stock Units covered by this Agreement, Earned RSUs determined under Section 5 that the Grantee would have been entitled to receive on the first vesting date specified in Section 6(a) had the Grantee’s Retirement not occurred prior to such first vesting date multiplied by (yB) a fraction, the numerator of which is the number of months immediately following in the Grant Date Performance Period during which the Grantee was continuously employed by the Company (rounded up to the nearest whole month) ), and the denominator of which is thirty-six (36). All such Earned RSUs shall vest on the number of months between the Grant Date and the final first vesting date as specified by in Section 5(a) (rounded to the nearest whole month6(a). For the avoidance of doubt, if any Restricted Stock Units or Earned RSUs that did not vest pursuant to the preceding sentence shall be forfeited; and (iv) In the event the Grantee’s date of Retirement is before occurs on or after the first vesting date specified in Section 5(a6(a), all Restricted Stock Units that did not 100% of the Earned RSUs determined under Section 5 shall immediately vest in accordance with the preceding sentence shall be forfeitedon such date of Retirement.