Common use of Vesting of PSUs Clause in Contracts

Vesting of PSUs. Subject to Section 4 below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or “disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or disability, provided, however, that if termination due to death or disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b) below. In all cases, the date of termination of employment will be determined in the sole discretion of the Administrator.

Vesting of PSUs. (a) Subject to Section 4 2(b) below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or termination by the Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Company, Company or Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, Company or any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participantforfeited. In the event that the Participant’s employment is terminated by reason of death or by the Company due to disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or by the Company due to disability, provided, however, that if termination due to death or by the Company due to disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section Sections 4(b) and 4(d) below. In all cases, the date of termination of employment for purposes of the PSUs will be determined in the sole discretion of the Administrator. (b) Solely for purposes of this Agreement, the Company, in its sole discretion, may consent to treating employment of the Participant by Dell Technologies Inc. (the “Parent”), or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company in accordance with procedures approved by the Committee, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of PSUs. Subject to Section 4 below(a) Except as otherwise set forth in Sections 2(b), 2(c) and 5, the Participant will PSUs shall vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or “disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in Grant Notice. Unless and until the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafterhave vested in accordance with such vesting schedule, the Participant will have no further rights right to such unvested receive any dividends or other distribution with respect to the PSUs. Upon a termination of the Participant’s employment with the Company or an Affiliate prior to the vesting of all of the PSUs or the related Stock. In such case(but after giving effect to any accelerated vesting pursuant to Sections 2(b) and 2(c)), any unvested PSUs held by the Participant immediately following (and all rights arising from such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and from being a holder thereof) will have all the rights and interest in or related thereto terminate automatically without any further action by the Participant. In Company and will be forfeited without further notice and at no cost to the event that Company. (b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Sections 5 and 12, upon a termination of the Participant’s employment is terminated with the Company or an Affiliate (i) by reason of death the Company or disabilityan Affiliate without Cause or (ii) by the Participant for Good Reason (as defined in the Participant’s employment agreement with the Company or an Affiliate), then any unvested portion of in each case, the PSUs will automatically accelerate and shall immediately become vested as to the Participant will become fully vested in one share Pro-Rated Amount (as defined below) so long as the Stock-Price Hurdle is achieved on or prior to the date of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or disability, provided, however, that if termination due to death or disability occurs after a Change in Controlsuch termination. As used herein, the Participant will vest in “Pro-Rated Amount” means (A) the product of (x) the total number of PSUs granted hereunder and (y) a fraction, the numerator of which is equal to the number of shares complete months that have elapsed from the Date of Stock determined per Section 4(b) below. In all cases, Grant through the date of such termination and the denominator of employment will be determined in which is the sole discretion total number of complete months between the AdministratorDate of Grant and the Performance Period End Date.

Vesting of PSUs. Subject to Section 4 below(a) Except as otherwise set forth in Sections 2(b), 2(c), 2(d), 2(e) and 5, the Participant will PSUs shall vest in the and become Earned PSUs in accordance with the vesting schedule set forth in the Grant Notice of Grant; providedbased on the extent to which the Performance Goals are satisfied, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or “disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as which shall be determined by the Board or Committee in its sole discretion following the Committee Performance Period End Date (each, and any PSUs that do not become Earned PSUs shall be automatically forfeited). Unless and until the “Administrator”)), such that the Participant is no longer employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest PSUs have vested and become Earned PSUs as described in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafterpreceding sentence, the Participant will have no further rights right to such unvested PSUs receive any dividends or other distribution with respect to the related StockPSUs. In such caseUpon a termination of the Participant’s employment with the Company or an Affiliate prior to the Performance Period End Date (but after giving effect to any accelerated vesting pursuant to Sections 2(b), 2(c), 2(d) and 2(e)), any unvested PSUs held by the Participant immediately following (and all rights arising from such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and from being a holder thereof) will have all the rights and interest in or related thereto terminate automatically without any further action by the Participant. In Company and will be forfeited without further notice and at no cost to the event that Company. (b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Sections 5 and 12, upon a termination of the Participant’s employment is terminated with the Company or an Affiliate (i) by reason of death the Company or disabilityan Affiliate without Cause or (ii) by the Participant for Good Reason (as defined in the Participant’s employment agreement with the Company or an Affiliate), then any unvested portion of in each case, the PSUs will automatically accelerate Service Requirement with respect to the Pro-Rated Amount (as defined below) shall be deemed satisfied and the Participant will Pro-Rated Amount shall remain outstanding and be eligible to vest and become fully vested in one share Earned PSUs based on the level of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or disability, provided, however, that if termination due to death or disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b) below. In all cases, the date of termination of employment will be determined in the sole discretion of the Administrator.achievement of

Vesting of PSUs. Subject to Section 4 below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than termination by reason of death or termination by the Company due to the Participant’s death or “disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and/or and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or by the Company due to disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or by the Company due to disability, provided, however, that if termination due to death or by the Company due to disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b) and 4(c) below. In all cases, the date of termination of employment will be determined in the sole discretion of the Administrator.

Vesting of PSUs. (a) Subject to Section 4 Sections 2(b) below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or termination by the Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Company, Company or Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, Company or any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or by the Company due to disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or by the Company due to disability, provided, however, that if termination due to death or by the Company due to disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b) and 4(d) below. In all cases, the date of termination of employment will be determined in the sole discretion of the Administrator. (b) Solely for purposes of this Agreement, the Company, in its sole discretion, may consent to treating employment of the Participant by Parent, or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company. The Company’s consent must be approved by the Company’s chief financial officer, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of PSUs. (a) Subject to Section 4 2(b) below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or termination by the Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Company, Company or Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, Company or any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participantforfeited. In the event that the Participant’s employment is terminated by reason of death or by the Company due to disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or by the Company due to disability, provided, however, that if termination due to death or by the Company due to disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section Sections 4(b) and 4(d) below. In all cases, the date of termination of employment for purposes of the PSUs will be determined in the sole discretion of the AdministratorAdministrator and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable laws and during which time the Participant is not actively rendering services, unless otherwise determined by the Company in its sole discretion. (b) Solely for purposes of this Agreement, the Company, in its sole discretion, may consent to treating employment of the Participant by Dell Technologies Inc. (the “Parent”), or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company in accordance with procedures approved by the Committee, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of PSUs. (a) Subject to Section Sections 2(b) and 4 below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or termination by the Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Company, Company or Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, Company or any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or by the Company due to disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or by the Company due to disability, provided, however, that if termination due to death or by the Company due to disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b) and 4(c) below. In all cases, the date of termination of employment will be determined in the sole discretion of the Administrator. (b) Solely for purposes of this Agreement, the Company, in its sole discretion, may consent to treating employment of Participant by Parent, or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if Participant is employed by the Company. The Company’s consent must be approved by the Company’s chief financial officer, provided, however, that if Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.