Common use of Vesting and Forfeiture of Shares Clause in Contracts

Vesting and Forfeiture of Shares. (%2) (%3)On the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent on the attainment of the Performance Goal and, except as otherwise set forth in this Section 3, all outstanding PRSUs will be immediately forfeited on the Determination Date unless the Company determines that the Performance Goal has been satisfied. Upon such determination by the Company and subject to the provisions of the Plan and this Agreement, the Participant shall have the right to payment of that percentage of the target amount of PRSUs as corresponds to the level of the Performance Goal achieved. Furthermore, except as otherwise provided in this Section 3, in order to be entitled to payment with respect to any PRSUs, the Participant must be employed by the Company or any Subsidiary on the Determination Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the PRSUs prior to the Determination Date. (i) The PRSUs are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee retains the sole and plenary discretion to make any adjustment permitted by Section 3.2 of the Plan or to reduce or eliminate the number of PRSUs in accordance with the terms of the Plan for any reason deemed appropriate by the Committee, even if the Performance Goal has been attained and without regard to the Employment Agreement or any other agreement between the Company and the Participant. (ii) The Participant expressly acknowledges that the terms of this Section 3 shall supersede any inconsistent provision in the Employment Agreement or any similar agreement between the Participant and the Company or any Subsidiary. (b) The vesting of the PRSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b):

Vesting and Forfeiture of Shares. (%2) (%3)On the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent on the attainment of the Performance Goal and, except as otherwise set forth in this Section 3, all outstanding PRSUs will be immediately forfeited on the Determination Date unless the Company determines that the Performance Goal has been satisfied. Upon such determination by the Company and subject to the provisions of the Plan and this Agreement, the Participant shall have the right to payment of that percentage of the target amount of PRSUs as corresponds to the level of the Performance Goal achieved. Furthermore, except as otherwise provided in Section 3 of this Section 3Agreement, in order to be entitled to payment with respect to any PRSUs, the Participant must be employed by the Company or any Subsidiary on the Determination Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the PRSUs prior to the Determination Date. (i) The PRSUs are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee Company retains the sole and plenary discretion to make any adjustment permitted by Section 3.2 of the Plan or to reduce or eliminate the number of PRSUs in accordance with the terms of the Plan for any reason deemed appropriate by the CommitteeCompany, even if the Performance Goal has been attained and without regard to the Employment Agreement or any other agreement between the Company and the Participant. (ii) The Participant expressly acknowledges that the terms of this Section 3 shall supersede any inconsistent provision in the Employment Agreement or any similar agreement between the Participant and the Company or any Subsidiaryattained. (b) The vesting of the PRSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) (%3)Except as otherwise determined by the Company as set forth in Section 3(b)(i)(B) hereof, in the event that a Change of Control occurs while the Participant is employed by the Company or any Subsidiary, the Participant shall immediately become fully vested and nonforfeitable upon the Change of Control in the PRSUs, with the number of Shares that will be delivered determined on the basis that the Performance Goal has been achieved at target performance. (A) Notwithstanding Section 3(b)(i)(A) hereof, if in the event of a Change of Control the Company determines that the successor company shall assume or substitute the PRSUs as of the date of the Change of Control, then the vesting of the PRSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control; provided, however, that, if the PRSUs are so assumed or substituted, the PRSUs shall no longer be subject to the Performance Goal and, instead the target award of PRSUs shall convert to service-based restricted stock units as of the Change of Control. For this purpose, the PRSUs shall be considered assumed or substituted only if (1) the PRSUs that are assumed or substituted vest at the times that such PRSUs would vest pursuant to this Agreement (based solely on continued service) and (2) immediately following the Change of Control, the PRSUs confer the right to receive for each unvested PRSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any PRSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the PRSUs shall be assumed or substituted in accordance with this Section 3(b)(i)(B) or shall accelerate vesting in accordance with Section 3(b)(i)(A) hereof and (2) in the event that this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the PRSUs by the successor company shall, except as otherwise provided in this Section 3(b), continue to vest after the Change of Control transaction based solely on the Participant’s continued employment with the successor company and its affiliates through the Determination Date, and shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated for any reason (regardless of whether such termination is by the Company or by the Participant) prior to a Change of Control and prior to the Determination Date, the Participant shall immediately forfeit all the PRSUs on the Termination Date. (iii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated on or following a Change of Control and prior to the Determination Date due to the Participant’s death or Disability, by the Company and its Subsidiaries without Cause or by the Participant for Good Reason, the Participant shall immediately become fully vested upon the Termination Date in the Acquirer RSUs. (iv) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated on or following a Change of Control and prior to the Determination Date for any reason other than the Participant’s death or Disability, a termination without Cause or a termination for Good Reason, then the Participant shall immediately forfeit all the Acquirer RSUs on the Termination Date. Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3.

Vesting and Forfeiture of Shares. (%2i) (%3)On On the Determination Date, the Company Committee shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent on the attainment of the Performance Goal and, except as otherwise set forth in this Section 3, all outstanding PRSUs will be immediately forfeited on the Determination Date (and will no longer be considered outstanding PRSUs) unless the Company Committee determines that the Performance Goal has been satisfied. Upon such determination by the Company Committee and subject to the provisions of the Plan and this Agreement, the Participant shall have the right to payment of that percentage of the target amount of PRSUs as corresponds to the level of the Performance Goal achieved. Furthermore, except as otherwise provided in this Section 3, in order to be entitled to payment with respect to any PRSUs, the Participant must be employed by the Company or any Subsidiary on the Determination Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the PRSUs prior to the Determination Date. (iii) The PRSUs are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee retains the sole and plenary discretion to make any adjustment permitted by Section 3.2 the Plan in respect of the Plan Performance Goal or with respect to reduce or eliminate the number of PRSUs in accordance with the terms of the Plan for any reason deemed appropriate by the Committee, even if the Performance Goal has been attained and without regard to the Employment Agreement or any other agreement between the Company and the Participant. (iiiii) The Participant expressly acknowledges that the terms of this Section 3 shall supersede any inconsistent provision in the Employment Agreement Arrangement or any similar agreement between the Participant and the Company or any Subsidiary. (b) The vesting of the PRSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b):

Vesting and Forfeiture of Shares. (%2i) (%3)On On the Initial Determination Date, the Company shall determine whether the Initial Hurdle has been achieved and, on the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent initially on the attainment of the Initial Hurdle during the Performance Period and secondly based on the achievement of the Performance Goal andduring the Measurement Period, except in each case, pursuant to Schedule A. Except as otherwise set forth in this Section 3, all outstanding PRSUs will be immediately forfeited on the Initial Determination Date (and will no longer be considered outstanding PRSUs) unless the Company determines that the Initial Hurdle has been satisfied. If the Initial Hurdle has been satisfied, on the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Except as otherwise set forth in this Section 3 or as otherwise determined by the Committee, all outstanding PRSUs will be immediately forfeited on the Determination Date unless the Company determines that the Performance Goal has been satisfied. Upon such If the Iniital Hurdle has been satisfied, upon determination by the Company that the Performance Goal has been satisfied and subject to the provisions of the Plan and this Agreement, the Participant shall have the right to payment of that percentage of the target amount of PRSUs as corresponds to the level of the Performance Goal achieved. Furthermore, except as otherwise provided in this Section 3, in order to be entitled to payment with respect to any PRSUs, the Participant must be employed by the Company or any Subsidiary on the Determination Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the PRSUs prior to the Determination Date. (iii) The PRSUs are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee retains the sole and plenary discretion to make any adjustment permitted by Section 3.2 of the Plan in respect of the Initial Hurdle or any adjustment permitted by the Plan in respect of the Performane Goal, or to reduce or eliminate the number of PRSUs in accordance with the terms of the Plan for any reason deemed appropriate by the Committee, even if the Initial Hurdle and the Performance Goal has have been attained and without regard to the Employment Agreement Arrangement or any other agreement between the Company and the Participant. (iiiii) The Participant expressly acknowledges that the terms of this Section 3 shall supersede any inconsistent provision in the Employment Agreement Arrangement or any similar agreement between the Participant and the Company or any Subsidiary. (b) The vesting of the PRSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b):

Vesting and Forfeiture of Shares. (%2) (%3)On the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent on the attainment of the Performance Goal and, except as otherwise set forth in this Section 3, all outstanding PRSUs will be immediately forfeited on the Determination Date (and will no longer be considered outstanding PRSUs) unless the Company determines that the Performance Goal has been satisfied. Upon such determination by the Company that the Performance Goal has been satisfied and subject to the provisions of the Plan and this Agreement, the Participant shall have the right to payment of that percentage of the target amount of PRSUs as corresponds to the level of the Performance Goal achieved. Furthermore, except as otherwise provided in this Section 3, in order to be entitled to payment with respect to any PRSUs, the Participant must be employed by the Company or any Subsidiary on the Determination Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the PRSUs prior to the Determination Date. (i) The PRSUs are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee retains the sole and plenary discretion to make any adjustment permitted by Section 3.2 of the Plan or to reduce or eliminate the number of PRSUs in accordance with the terms of the Plan for any reason deemed appropriate by the Committee, even if the Performance Goal has been attained and without regard to the Employment Agreement Arrangement or any other agreement between the Company and the Participant. (ii) The Participant expressly acknowledges that the terms of this Section 3 shall supersede any inconsistent provision in the Employment Agreement Arrangement or any similar agreement between the Participant and the Company or any Subsidiary. (b) The vesting of the PRSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b):