Common use of Vesting and Conversion of RSUs Clause in Contracts

Vesting and Conversion of RSUs. If the Grantee remains in the continuous employment of the Corporation from the Date of Grant to through the applicable “Vesting Date” listed below, the corresponding percentage of the total number of RSUs awarded under this Agreement will become fully vested. There shall be no fractional RSUs vested under this vesting schedule. If the vesting schedule would entitle the Grantee to a fractional RSU, such RSU shall be rounded up to the next whole number. If the number of RSUs the Grantee becomes vested in is rounded up during the any Vesting Dates prior to the Final Vesting Date (as defined below), the number of RSUs the Grantee becomes vested in on the Final Vesting Date shall be adjusted so that the total number of vested RSUs equals the number of RSUs set forth in the Notice of Grant. For example, if the Grantee was awarded 000 XXXx under this Agreement, the Grantee would become vested in 34, 34 and 32 RSUs on each of the Vesting Dates listed above. On each Vesting Date the vested RSUs shall be converted into an equivalent number of shares of Stock, and such shares of Stock will be distributed to the Grantee in a single lump sum payment within 30 days following the applicable Vesting Date. However, the Grantee may irrevocably elect on or before _________________ to instead receive payment of Stock under the Grantee’s vested RSUs upon the Grantee’s Separation from Service, in either a lump-sum payment or in substantially equal annual installments over a period of up to five years following the Grantee’s Separation from Service. Such an election must be made by completing and submitting to the Corporation on or before __________________ a Deferral Election Form, as attached hereto as Annex B. Upon distribution of the shares of Stock in respect of the RSUs, the Corporation shall issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Stock, free of any restrictions. (i) If prior to _____________________ (the “Final Vesting Date”), Grantee dies or has a Separation from Service as a result of Disability (as defined below), all RSUs shall become fully vested, converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following the Grantee’s death or Separation from Service as a result of Disability (as applicable), without regard to any payment deferral election in effect under the Deferral Election Form. (ii) If after __________________ and prior to the Final Vesting Date, Grantee has a Separation from Service without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following Grantee’s Separation from Service without Cause, without regard to any payment deferral election in effect under a Deferral Election Form. (iii) If prior to the Final Vesting Date, Grantee has a Separation from Service for any reason other than a Separation from Service as described in Section 2(c)(i) or Section 2(c)(ii) above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Stock under this Agreement with respect to such forfeited RSUs. (iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Stock deferred pursuant to Section 2(c) upon the Grantee’s Separation from Service for Cause either before or after the Final Vesting Date.

Vesting and Conversion of RSUs. If the Grantee remains in the continuous employment service as a member of the Corporation Corporation’s Board from the Date of Grant to through ___________ (the applicable “Vesting Date” listed below”), the corresponding percentage of the total number of RSUs awarded under this Agreement will become fully vested. There shall be no fractional RSUs vested under this vesting schedule. If Upon the vesting schedule would entitle the Grantee to a fractional RSU, such RSU shall be rounded up to the next whole number. If the number of RSUs the Grantee becomes vested in is rounded up during the any Vesting Dates prior to the Final Vesting Date Grantee’s Separation from Service (as defined below), the number of RSUs the Grantee becomes vested in on the Final Vesting Date shall be adjusted so that the total number of vested RSUs equals the number of RSUs set forth in the Notice of Grant. For example, if the Grantee was awarded 000 XXXx under this Agreement, the Grantee would become vested in 34, 34 and 32 RSUs on each of the Vesting Dates listed above. On each Vesting Date the vested RSUs shall be converted into an equivalent number of shares of Stock, and such shares of Stock will be distributed to the Grantee in a single lump sum payment within 30 days following the applicable Vesting DateGrantee’s Separation from Service. However, the Grantee may irrevocably elect on or before _________________ elect to instead receive payment of Stock under the Grantee’s vested RSUs upon the Grantee’s Separation from Service, in either a lump-sum payment or in substantially equal annual installments over a period of up to five years following the Grantee’s Separation from Service. Such an election must be made by completing and submitting to the Corporation on or before __________________ a Deferral Election Form, as attached hereto as Annex B. Upon distribution of the shares of Stock in respect of the RSUs, the Corporation shall issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Stock, free of any restrictions. (i) If prior to _____________________ (the “Final Vesting Date”), Grantee dies or has a Separation from Service as a result of Disability (as defined below), all RSUs shall become fully vested, converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following the Grantee’s death or Separation from Service as a result of Disability (as applicable), without regard to any payment deferral election in effect under the Deferral Election Form. (ii) If after __________________ and prior to the Final Vesting Date, Grantee has a Separation from Service without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following Grantee’s Separation from Service without Cause, without regard to any payment deferral election in effect under a Deferral Election Form. (iii) If prior to the Final Vesting Date, Grantee has a Separation from Service for any reason other than a Separation from Service as described in Section 2(c)(i) or Section 2(c)(ii) abovereason, then the Grantee shall forfeit any unvested the RSUs and shall not be entitled to receive any shares of Stock under this Agreement with respect to such forfeited RSUsAgreement. (iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Stock deferred pursuant to Section 2(c) upon the Grantee’s Separation from Service for Cause either before or after the Final Vesting Date.

Vesting and Conversion of RSUs. If the Grantee remains in the continuous employment of the Corporation Company from the Date of Grant to through the applicable “Vesting Date” listed below, the last of which is the “Final Vesting Date”, the corresponding percentage of the total number of RSUs awarded under this Agreement will become fully vested. There shall be no fractional vesting of the RSUs vested to result in a fraction under this vesting schedule. If the vesting schedule would entitle the Grantee to otherwise result in a fractional RSU, such RSU shall be rounded up to the next whole number, subject to the next sentence with respect to the Final Vesting Date. If the number of vested RSUs the Grantee becomes vested in is rounded up during the on any Vesting Dates Date prior to the Final Vesting Date (as defined below)Date, the number of RSUs in which the Grantee becomes vested in on the Final Vesting Date shall be adjusted so that the total number of vested RSUs equals the number of RSUs set forth in the Notice of Grant. For example, if the Grantee was awarded 000 700 XXXx under this Agreement, the Grantee would become vested in 34188, 34 188 and 32 RSUs 300 XXXx on each of the respective Vesting Dates listed above. On each Vesting Date Date, the vested RSUs shall be converted into an equivalent number of shares of Company Stock, and all such shares of Company Stock will be distributed to the Grantee in a single lump sum payment within 30 days following the applicable Vesting Date, subject to the following possible deferral election by the Grantee. However, the The Grantee may irrevocably elect elect, on or before _________________ the “Deferral Election Date” indicated on Annex A, to instead receive payment distributions of shares of Company Stock under the Grantee’s vested RSUs upon the Grantee’s “separation from service” (as such term is defined in Section 409A and described in Section 7, a “Separation from Service”), in either a lump-sum payment single distribution or in substantially equal annual installments distributions over a period of up to five years following the Grantee’s Separation from Service. Such an election must be made by completing and submitting to the Corporation on or before __________________ Company a Deferral Election Form, Form in substantially the form included as attached hereto as part of Annex B. B hereto. Upon any distribution of the shares of Company Stock in respect of the RSUs, the Corporation Company shall (i) issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Company Stock, or (ii) cause such number of shares to be registered in the name of the Grantee or the Grantee’s personal representative via a book-entry or other share registry process that is effective to constitute the uncertificated delivery thereof, in either case free of any restrictions. (i) If prior to _____________________ (the “Final Vesting Date”), Grantee dies or has a Separation from Service as a result of Disability (as defined below), all RSUs shall become fully vested, converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following the Grantee’s death or Separation from Service as a result of Disability (as applicable), without regard to any payment deferral election in effect under the Deferral Election Form. (ii) If after __________________ and prior to the Final Vesting Date, Grantee has a Separation from Service without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following Grantee’s Separation from Service without Cause, without regard to any payment deferral election in effect under a Deferral Election Form. (iii) If prior to the Final Vesting Date, Grantee has a Separation from Service for any reason other than a Separation from Service as described in Section 2(c)(i) or Section 2(c)(ii) above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Stock under this Agreement with respect to such forfeited RSUs. (iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Stock deferred pursuant to Section 2(c) upon the Grantee’s Separation from Service for Cause either before or after the Final Vesting Date.

Vesting and Conversion of RSUs. If the Grantee remains in the continuous employment of the Corporation Company from the Grant Date of Grant to through the applicable “Vesting Date” listed below, the last of which is the “Final Vesting Date”, the corresponding percentage of the total number of RSUs awarded under this Agreement will become fully vested. There shall be no fractional vesting of the RSUs vested to result in a fraction under this vesting schedule. If the vesting schedule would entitle the Grantee to otherwise result in a fractional RSU, such RSU shall be rounded up to the next whole number, subject to the next sentence with respect to the Final Vesting Date. If the number of vested RSUs the Grantee becomes vested in is rounded up during the on any Vesting Dates Date prior to the Final Vesting Date (as defined below)Date, the number of RSUs in which the Grantee becomes vested in on the Final Vesting Date shall be adjusted so that the total number of vested RSUs equals the number of RSUs set forth in the Notice of Grant. For example, if the Grantee was awarded 000 XXXx under this Agreement, the Grantee would become vested in 34, 34 and 32 RSUs on each of the Vesting Dates listed above. On each Vesting Date Date, the vested RSUs shall be converted into an equivalent number of shares of Company Stock, and all such shares of Company Stock will be distributed to the Grantee in a single lump sum payment within 30 days following the applicable Vesting Date, subject to the following possible deferral election by the Grantee. However, the The Grantee may irrevocably elect elect, on or before _________________ the “Deferral Election Date” indicated on Annex A, to instead receive payment distributions of shares of Company Stock under the Grantee’s vested RSUs upon the Grantee’s “separation from service” (as such term is defined in Section 409A and described in Section 7, a “Separation from Service”), in either a lump-sum payment single distribution or in substantially equal annual installments distributions over a period of up to five years following the Grantee’s Separation from Service. Such an election must be made by completing and submitting to the Corporation on or before __________________ Company a Deferral Election Form, Form in substantially the form included as attached hereto as part of Annex B. B hereto. Upon any distribution of the shares of Company Stock in respect of the RSUs, the Corporation Company shall (i) issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Company Stock, or (ii) cause such number of shares to be registered in the name of the Grantee or the Grantee’s personal representative via a book-entry or other share registry process that is effective to constitute the uncertificated delivery thereof, in either case free of any restrictions. (i) If prior to _____________________ (the “Final Vesting Date”), Grantee dies or has a Separation from Service as a result of Disability (as defined below), all RSUs shall become fully vested, converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following the Grantee’s death or Separation from Service as a result of Disability (as applicable), without regard to any payment deferral election in effect under the Deferral Election Form. (ii) If after __________________ and prior to the Final Vesting Date, Grantee has a Separation from Service without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following Grantee’s Separation from Service without Cause, without regard to any payment deferral election in effect under a Deferral Election Form. (iii) If prior to the Final Vesting Date, Grantee has a Separation from Service for any reason other than a Separation from Service as described in Section 2(c)(i) or Section 2(c)(ii) above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Stock under this Agreement with respect to such forfeited RSUs. (iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Stock deferred pursuant to Section 2(c) upon the Grantee’s Separation from Service for Cause either before or after the Final Vesting Date.

Vesting and Conversion of RSUs. If the Grantee remains in the continuous employment of the Corporation Company from the Date of Grant to through the applicable “Vesting Date” listed below, the last of which is the “Final Vesting Date”, the corresponding percentage of the total number of RSUs awarded under this Agreement will become fully vested. There shall be no fractional vesting of the RSUs vested to result in a fraction under this vesting schedule. If the vesting schedule would entitle the Grantee to otherwise result in a fractional RSU, such RSU shall be rounded up to the next whole number, subject to the next sentence with respect to the Final Vesting Date. If the number of vested RSUs the Grantee becomes vested in is rounded up during the on any Vesting Dates Date prior to the Final Vesting Date (as defined below)Date, the number of RSUs in which the Grantee becomes vested in on the Final Vesting Date shall be adjusted so that the total number of vested RSUs equals the number of RSUs set forth in the Notice of Grant. For example, if the Grantee was awarded 000 100 XXXx under this Agreement, the Grantee would become vested in 34, 34 and 32 RSUs on each of the respective Vesting Dates listed above. On each Vesting Date Date, the vested RSUs shall be converted into an equivalent number of shares of Company Stock, and all such shares of Company Stock will be distributed to the Grantee in a single lump sum payment within 30 days following the applicable Vesting Date, subject to following possible deferral election by the Grantee. However, the The Grantee may irrevocably elect elect, on or before _________________ the “Deferral Election Date” indicated on Annex A, to instead receive payment distributions of shares of Company Stock under the Grantee’s vested RSUs upon the Grantee’s “separation from service” (as such term is defined in Section 409A and described in Section 7, a “Separation from Service”), in either a lump-sum payment single distribution or in substantially equal annual installments distributions over a period of up to five years following the Grantee’s Separation from Service. Such an election must be made by completing and submitting to the Corporation on or before __________________ Company a Deferral Election Form, Form in substantially the form included as attached hereto as part of Annex B. B hereto. Upon any distribution of the shares of Company Stock in respect of the RSUs, the Corporation Company shall (i) issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Company Stock, or (ii) cause such number of shares to be registered in the name of the Grantee or the Grantee’s personal representative via a book-entry or other share registry process that is effective to constitute the uncertificated delivery thereof, in either case free of any restrictions. (i) If prior to _____________________ (the “Final Vesting Date”), Grantee dies or has a Separation from Service as a result of Disability (as defined below), all RSUs shall become fully vested, converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following the Grantee’s death or Separation from Service as a result of Disability (as applicable), without regard to any payment deferral election in effect under the Deferral Election Form. (ii) If after __________________ and prior to the Final Vesting Date, Grantee has a Separation from Service without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following Grantee’s Separation from Service without Cause, without regard to any payment deferral election in effect under a Deferral Election Form. (iii) If prior to the Final Vesting Date, Grantee has a Separation from Service for any reason other than a Separation from Service as described in Section 2(c)(i) or Section 2(c)(ii) above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Stock under this Agreement with respect to such forfeited RSUs. (iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Stock deferred pursuant to Section 2(c) upon the Grantee’s Separation from Service for Cause either before or after the Final Vesting Date.

Vesting and Conversion of RSUs. If the Grantee remains in the continuous employment of the Corporation Company from the Date of Grant to through the applicable “Vesting Date” listed below, the last of which is the “Final Vesting Date”, the corresponding percentage of the total number of RSUs awarded under this Agreement will become fully vested. There shall be no fractional vesting of the RSUs vested to result in a fraction under this vesting schedule. If the vesting schedule would entitle the Grantee to otherwise result in a fractional RSU, such RSU shall be rounded up to the next whole number, subject to the next sentence with respect to the Final Vesting Date. If the number of vested RSUs the Grantee becomes vested in is rounded up during the on any Vesting Dates Date prior to the Final Vesting Date (as defined below)Date, the number of RSUs in which the Grantee becomes vested in on the Final Vesting Date shall be adjusted so that the total number of vested RSUs equals the number of RSUs set forth in the Notice of Grant. For example, if the Grantee was awarded 000 XXXx under this Agreement, the Grantee would become vested in 34188, 34 188 and 32 RSUs 000 XXXx on each of the respective Vesting Dates listed above. On each Vesting Date Date, the vested RSUs shall be converted into an equivalent number of shares of Company Stock, and all such shares of Company Stock will be distributed to the Grantee in a single lump sum payment within 30 days following the applicable Vesting Date, subject to the following possible deferral election by the Grantee. However, the The Grantee may irrevocably elect elect, on or before _________________ the “Deferral Election Date” indicated on Annex A, to instead receive payment distributions of shares of Company Stock under the Grantee’s vested RSUs upon the Grantee’s “separation from service” (as such term is defined in Section 409A and described in Section 7, a “Separation from Service”), in either a lump-sum payment single distribution or in substantially equal annual installments distributions over a period of up to five years following the Grantee’s Separation from Service. Such an election must be made by completing and submitting to the Corporation on or before __________________ Company a Deferral Election Form, Form in substantially the form included as attached hereto as part of Annex B. B hereto. Upon any distribution of the shares of Company Stock in respect of the RSUs, the Corporation Company shall (i) issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Company Stock, or (ii) cause such number of shares to be registered in the name of the Grantee or the Grantee’s personal representative via a book-entry or other share registry process that is effective to constitute the uncertificated delivery thereof, in either case free of any restrictions. (i) If prior to _____________________ (the “Final Vesting Date”), Grantee dies or has a Separation from Service as a result of Disability (as defined below), all RSUs shall become fully vested, converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following the Grantee’s death or Separation from Service as a result of Disability (as applicable), without regard to any payment deferral election in effect under the Deferral Election Form. (ii) If after __________________ and prior to the Final Vesting Date, Grantee has a Separation from Service without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Stock and distributed to the Grantee in a single lump sum payment within 30 days following Grantee’s Separation from Service without Cause, without regard to any payment deferral election in effect under a Deferral Election Form. (iii) If prior to the Final Vesting Date, Grantee has a Separation from Service for any reason other than a Separation from Service as described in Section 2(c)(i) or Section 2(c)(ii) above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Stock under this Agreement with respect to such forfeited RSUs. (iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Stock deferred pursuant to Section 2(c) upon the Grantee’s Separation from Service for Cause either before or after the Final Vesting Date.