Common use of Vesting and Forfeiture of PSUs Clause in Contracts

Vesting and Forfeiture of PSUs. (a) The PSUs awarded under this Agreement are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the Certification Date provided the Grantee remains an Employee on the Certification Date, and has continuously been, from the Grant Date through the Certification Date, an Employee (this continued employment status referred to herein as the Grantee’s “Continued Service”). If the PSUs are forfeited before vesting for any reason, including the termination of Grantee’s Continued Service, neither the Company nor any Subsidiary shall have any further obligations to the Grantee under this Agreement. (b) Notwithstanding Section 3(a), if the Grantee’s Continuous Service terminates during the Performance Period as a result of the Grantee’s death or Disability, all of the outstanding PSUs will vest on the date Grantee’s death or Disability at the Target Award amount and shall be paid to the Grantee or Grantee’s estate or surviving beneficiary within 90 days of vesting. (c) Notwithstanding Section 3(a), if the Grantee’s Continuous Service terminates before the end of the Performance Period as a result of Retirement or termination by the Company without Cause and provided that Grantee has not violated Grantee’s obligations under Section 8 of the Agreement, a pro-rata portion of the outstanding PSUs shall vest one year from the date of Retirement or termination in proportion to the number of months, including any partial month, elapsed in the Performance Period before the termination of Continuous Service. Such pro-rated PSUs shall vest at the Target Award amount and shall be paid to the Grantee within 90 days of the vesting, provided however, that in no event shall such vesting occur later than two and one-half (2-1/2) months following the end of the year in which the vesting date occurs. If the Grantee is party to an employment, severance, change in control or other similar agreement with the Company or a Subsidiary (an “Employment Agreement”) that incorporates a definition of “Cause”, that definition of “Cause”, as it may be amended, shall be used for purposes of this Agreement. If the Grantee is not party to an Employment Agreement, “Cause” shall have the meaning set forth in the Plan.

Vesting and Forfeiture of PSUs. (a) The PSUs awarded under this Agreement are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the Certification Date provided the Grantee remains an Employee on the Certification Date, and has continuously been, from the Grant Date through the Certification Date, an Employee (this continued employment status referred to herein as the Grantee’s “Continued Service”). If the PSUs are forfeited before vesting for any reason, including the termination of Grantee’s Continued Service, neither the Company nor any Subsidiary shall have any further obligations to the Grantee under this Agreement. (b) Notwithstanding Section 3(a), if the Grantee’s Continuous Service terminates during the Performance Period as a result of the Grantee’s death or Disability, all of the outstanding PSUs will vest on the date Grantee’s death or Disability at the Target Award amount and shall be paid to the Grantee or Grantee’s estate or surviving beneficiary within 90 days of vesting. (c) Notwithstanding Section 3(a), if the Grantee’s Continuous Service terminates before the end of the Performance Period as a result of Retirement or termination by the Company without Cause and provided that Grantee has not violated Grantee’s obligations under Section 8 of the Agreement, a pro-rata portion of the outstanding PSUs shall vest one year from the date of Retirement or termination in proportion to the number of months, including any partial month, elapsed in the Performance Period before the termination of Continuous Service. Such pro-rated PSUs shall vest at the Target Award amount and shall be paid to the Grantee within 90 days of the vesting, provided however, that in no event shall such vesting occur later than two and one-half (2-1/2) months following the end of the year in which the vesting date occurs. If the Grantee is party to an employment, severance, change in control or other similar agreement with the Company or a Subsidiary (an “Employment Agreement”) that incorporates a definition of “Cause”, that definition of “Cause”, as it may be amended, shall be used for purposes of this Agreement. If the Grantee is not party to an Employment Agreement, “Cause” shall have the meaning set forth in the Plan.. In the event a Change in Control occurs between the termination of Continuous Service and the vesting date described in this subparagraph, the pro-rated PSUs will be paid to Grantee no later than sixty (60) days following the effective date of such Change in Control. PSU Award Agr (2018 Equity Incentive Plan)(Rev Feb 2024)