Common use of Vesting of Performance-Based Equity Awards Clause in Contracts

Vesting of Performance-Based Equity Awards. (i) Upon a Change of Control, a number of Executive’s then-outstanding performance-based restricted stock units granted under the Company’s 2019 Equity Incentive Plan or any successor thereto (the “Plan”) that are subject to performance goals for the fiscal year in which the Change of Control occurs will become eligible for time-based vesting based on the number of shares that would vest based on actual performance determined as of the Change of Control (the “Eligible Shares”). Following the Change of Control, the original time-based vesting schedule for the Eligible Shares will cease to apply and the Eligible Shares will instead vest on the last day of the performance period in which the Change of Control occurs, subject to Executive’s remaining in the Employment (as defined in the Plan) of the Company through such date, or, if earlier, upon Executive’s termination of Employment by the Company or its successor other than for Cause or upon Executive’s resignation for Good Reason. Upon a Change of Control, Executive’s then-outstanding performance-based restricted stock units granted under the Plan that are subject to performance goals for fiscal years after the fiscal year in which the Change of Control occurs will remain subject to the terms of the Plan and the applicable award agreement except that, if during the Change of Control Period, Executive’s employment is terminated by the Company or its successor other than for Cause or by Executive for Good Reason, fifty percent (50%) of the performance-based restricted stock units that would have vested at one hundred percent (100%) of targeted performance will vest. (ii) Except as provided in this Section 3(c), all performance-based restricted stock units described in this Section 3(c) remain subject to the terms of the Plan and the applicable award agreement.

Vesting of Performance-Based Equity Awards. (i) Upon a Change of Control, a number of Executive’s then-outstanding performance-based restricted stock units granted under the Company’s 2019 Equity Incentive Plan (or any successor thereto (the “Plan”thereto) that are subject to financial and/or operational metric performance goals for the fiscal year or other performance period in which the Change of Control occurs will become eligible for time-based vesting based upon the performance goals being deemed achieved at 100% of targeted performance (the ‘Eligible Shares’). Following the Change of Control, the original time-based vesting schedule for the Eligible Shares, if any, will cease to apply and the Eligible Shares will instead vest on the last day of the performance period in which the Change of Control occurs unless a shorter vesting period is provided in the operative agreements relating to such award, subject to Executive’s remaining a Service Provider (as defined in the Plan) through such date, or, if earlier, upon Executive’s termination by the Company or its successor other than for Cause or upon Executive’s resignation with Good Reason. Upon a Change of Control, Executive’s then-outstanding performance-based restricted stock units granted under the Plan (or any successor thereto) that are subject to relative total shareholder return performance goals will become eligible for time-based vesting based on the number of shares that would vest based on actual performance determined as of the Change of Control (the “‘Eligible TSR Shares”’). Following the Change of Control, the original time-based vesting schedule for the Eligible TSR Shares will cease to apply and the Eligible Shares will instead shall vest on the last day of the performance period in which the Change of Control occursperiod, subject to Executive’s remaining in the Employment a Service Provider (as defined in the Plan) of the Company through such date, or, if earlier, upon Executive’s termination of Employment by the Company or its successor other than for Cause or upon Executive’s resignation for Good Reason. Upon a Change of Control, Executive’s then-outstanding performance-based restricted stock units granted under the Plan that are subject to performance goals for fiscal years after the fiscal year in which the Change of Control occurs will remain subject to the terms of the Plan and the applicable award agreement except that, if during the Change of Control Period, Executive’s employment is terminated by the Company or its successor other than for Cause or by Executive for Good Reason, fifty percent (50%) of the performance-based restricted stock units that would have vested at one hundred percent (100%) of targeted performance will vest. (ii) Except as provided in this Section 3(c), all performance-based restricted stock units described in this Section 3(c) remain subject to the terms of the Plan and the applicable award agreement.”

Vesting of Performance-Based Equity Awards. (i) Upon a Change of Control, a number of Executive’s then-outstanding performance-based restricted stock units granted under the Company’s 2019 Equity Incentive 2000 Stock Plan or any successor thereto (the “Plan”) that are subject to performance goals for the fiscal year in which the Change of Control occurs will become eligible for time-based vesting based on as if the number performance goals had been achieved at 100% of shares that would vest based on actual targeted performance determined as of the Change of Control (the “Eligible Shares”). Following the Change of Control, the original time-based vesting schedule for the Eligible Shares will cease to apply and the Eligible Shares will instead vest on the last day of the performance period in which the Change of Control occurs, subject to Executive’s remaining in the Employment a Service Provider (as defined in the Plan) of the Company through such date, or, if earlier, upon Executive’s termination of Employment by the Company or its successor other than for Cause or upon Executive’s resignation for Good Reason. Upon a Change of Control, Executive’s then-outstanding performance-based restricted stock units granted under the Plan that are subject to performance goals for fiscal years after the fiscal year in which the Change of Control occurs will remain subject to the terms of the Plan and the applicable award agreement except that, if during the Change of Control Period, Executive’s employment is terminated by the Company or its successor other than for Cause or by Executive for Good Reason, fifty percent (50%) % of the performance-based restricted stock units that would have vested at one hundred percent (100%) % of targeted performance will vest. (ii) Upon a Change of Control, Executive’s then-outstanding performance-based restricted stock units granted under the Plan (or any successor thereto) that are subject to relative total shareholder return performance goals will become eligible for time-based vesting based on the number of shares that would vest based on actual performance determined as of the Change of Control (the “Eligible TSR Shares”). Following the Change of Control, the Eligible TSR Shares shall vest on the last day of the performance period, subject to Executive’s remaining a Service Provider (as defined in the Plan) through such date, or, if earlier, upon Executive’s termination by the Company or its successor other than for Cause or upon Executive’s resignation for Good Reason. (iii) Except as provided in this Section 3(c), all performance-based restricted stock units described in this Section 3(c) remain subject to the terms of the Plan and the applicable award agreement.

Vesting of Performance-Based Equity Awards. (i) Upon a Change of Control, a number of Executive’s then-outstanding performance-based restricted stock units granted under the Company’s 2019 Equity Incentive 2000 Stock Plan or any successor thereto (the “Plan”) that are subject to performance goals for the fiscal year in which the Change of Control occurs will become eligible for time-based vesting based on as if the number performance goals had been achieved at 100% of shares that would vest based on actual targeted performance determined as of the Change of Control (the “Eligible Shares”). Following the Change of Control, the original time-based vesting schedule for the Eligible Shares will cease to apply and the Eligible Shares will instead vest on the last day of the performance period in which the Change of Control occurs, subject to Executive’s remaining in the Employment a Service Provider (as defined in the Plan) of the Company through such date, or, if earlier, upon Executive’s termination of Employment by the Company or its successor other than for Cause or upon Executive’s resignation for Good Reason. . (ii) Upon a Change of Control, Executive’s then-outstanding performance-based restricted stock units granted under the Plan (or any successor thereto) that are subject to relative total shareholder return performance goals will become eligible for fiscal years after time-based vesting based on the fiscal year in which number of shares that would vest based on actual performance determined as of the Change of Control occurs will remain subject to (the terms of the Plan and the applicable award agreement except that, if during “Eligible TSR Shares”). Following the Change of Control PeriodControl, the Eligible TSR Shares shall vest on the last day of the performance period, subject to Executive’s employment is terminated remaining a Service Provider (as defined in the Plan) through such date, or, if earlier, upon Executive’s termination by the Company or its successor other than for Cause or by Executive upon Executive’s resignation for Good Reason, fifty percent (50%) of the performance-based restricted stock units that would have vested at one hundred percent (100%) of targeted performance will vest. (iiiii) Except as provided in this Section 3(c), all performance-based restricted stock units described in this Section 3(c) remain subject to the terms of the Plan and the applicable award agreement.