Common use of Vesting of Restricted Units Clause in Contracts

Vesting of Restricted Units. (a) Subject to the terms and conditions contained herein and in the Operating Agreements, the Restricted Units shall vest as provided in the RHU Grant Certificate and this Section 2.1. (i) Restricted Units will be eligible to vest on the date that both the Service Condition and the Price Condition with respect to such Restricted Units have been achieved, with the number of Restricted Units that vest on any such Vesting Date being equal to the cumulative percentage of Restricted Units that have met the Price Condition on such Vesting Date, and any Restricted Unit that fails to satisfy the Price Condition by the close of business on the Vesting Date shall be canceled and forfeited without any consideration. (ii) If, prior to the date the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited: 1 (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, then the Service Condition shall be waived for Restricted Units granted hereunder in an amount equal to (a) the applicable cumulative percentage of Restricted Units that satisfied the Price Condition at the time of the Grantee’s notice of Retirement or actual Retirement (as determined by the Administrator in its sole discretion) multiplied by (b) the total number of Restricted Units granted hereunder prorated to reflect the number of full years of service such Grantee provided from May 1, 2021 through the date of such notice or Retirement or actual Retirement, as applicable, and such Restricted Units shall become vested as of such date;

Vesting of Restricted Units. (a) Subject The Restricted Units shall vest according to the terms and conditions contained herein and in following schedule, if the Operating AgreementsParticipant is employed by, or provides service to, the Company from the Date of Grant until the applicable vesting date: First Anniversary of the Date of Grant 12.5 % Second Anniversary of the Date of Grant 12.5 % Third Anniversary of the Date of Grant 12.5 % Fourth Anniversary of the Date of Grant 12.5 % (b) The remaining 50% of the Restricted Units shall vest become vested and exercisable if the performance goals or targets set forth on Exhibit A are met for the applicable performance period and the Grantee is providing service to the Company on the applicable vesting date. (c) The vesting of the Restricted Units shall be cumulative, but shall not exceed 100% of the Restricted Units, except as provided in on Exhibit A. If the RHU Grant Certificate foregoing schedule would produce fractional Units, the number of Restricted Units that become vested shall be rounded down to the nearest whole Unit. (d) Notwithstanding subsections (a) and this Section 2.1.(b) above: (i) if the Participant is not party to a written employment agreement with the Company as of the Date of Grant that provides the Participant with contractual rights to accelerated vesting of outstanding equity awards, such as the Restricted Units, in the event that the Participant ceases to be employed by, or provide service to, the Company on account of an involuntary termination by the Company for any reason other than termination by the Company due to Just Cause Dismissal (as defined in the Plan), all unvested Restricted Units will as of the Participant’s termination date shall be eligible forfeited and the Participant shall have no further rights with respect thereto. In the event that the Participant ceases to be employed by, or provide service to, the Company due to a Just Cause Dismissal by the Company, all unvested Restricted Units as of the Participant’s termination date shall be forfeited, and any Restricted Units that have vested but for which shares of Common Stock have not yet been issued pursuant to Section 3 below shall also be forfeited and the Participant shall have no further rights with respect thereto. (ii) if the Participant is a party to a written employment agreement with the Company as of the Date of Grant that provides the Participant with contractual rights to accelerated vesting of outstanding equity awards, such as the Restricted Units, subsection (d)(i) above shall not apply, and instead, the terms of such written employment agreement are deemed incorporated herein by reference and shall apply to the Restricted Units and the vesting of the Restricted Units shall accelerate in accordance with the terms of such written employment agreement. (e) Notwithstanding subsections (a), (b) and (d) above, in the event a Change in Control (as defined in the Plan) occurs while the Participant is employed by, or providing service to, the Company, 100% of all unvested Restricted Units shall accelerate and vest on as of the date of the Change in Control. (f) Except as provided in subsections (a), (b), (d) and (e), if the Participant ceases to be employed by, or provide service to, the Company for any other reason, any Restricted Units that both are unvested as of the Service Condition Participant’s termination date shall be forfeited as of the Participant’s termination date and the Price Condition Participant shall have no further rights with respect thereto. (g) After the Restricted Units vest in accordance with subsection (a), (b), (d) or (e) above, shares of Common Stock shall be issued to the Participant with respect to such vested Restricted Units in accordance with Section 3 below. If a Participant ceases to be employed by, or provide service to, the Company after the Restricted Units vest pursuant to this Section 2 but prior to the date on which shares of Common Stock are issued with respect to such Restricted Units have been achievedpursuant to Section 3, with below, shares of Common Stock shall nevertheless be issued to the number Participant pursuant to Section 3 below unless the Participant is terminated by the Company due to a Just Cause Dismissal (as set forth in subsection (d)(i)) in which case all of the Participant’s Restricted Units that vest on any such Vesting Date being equal to the cumulative percentage of Restricted Units that have met the Price Condition on such Vesting Date, and any Restricted Unit that fails to satisfy the Price Condition by the close of business on the Vesting Date shall be canceled forfeited (whether vested or unvested) and forfeited without any considerationthe Participant shall have no further rights with respect thereto. (iih) IfAs used in this Award Agreement, prior “employed by, or provide service to, the Company” shall mean employment or service as an employee or consultant or advisor or director who performs services for the Company or any of its subsidiaries, including managers who provide consulting or advisory services for the Company or any of its subsidiaries (so that, for purposes of satisfying conditions under this Award Agreement, the Participant shall not be considered to have terminated employment or service until the date Participant ceases to be an employee, consultant and key advisor), unless the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited: 1 (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, then the Service Condition shall be waived for Restricted Units granted hereunder in an amount equal to (a) the applicable cumulative percentage of Restricted Units that satisfied the Price Condition at the time of the Grantee’s notice of Retirement or actual Retirement (as determined by the Administrator in its sole discretion) multiplied by (b) the total number of Restricted Units granted hereunder prorated to reflect the number of full years of service such Grantee provided from May 1, 2021 through the date of such notice or Retirement or actual Retirement, as applicable, and such Restricted Units shall become vested as of such date;Administering Body determines otherwise.

Vesting of Restricted Units. (a) Subject to the terms and conditions contained herein and in the Operating Agreements, the Restricted Units shall vest as provided in the RHU Grant Certificate and this Section 2.1. (i) Restricted Units will be eligible to vest on the date that both the Service Condition and the Price Condition (each as defined in the RHU Grant Certificate) with respect to such Restricted Units have been achieved, with the number of Restricted Units that vest on any such Vesting Date being equal to the cumulative percentage of Restricted Units that have met the Price Condition on such applicable Vesting DateDate (less any percentage of Restricted Units that previously vested), and any Restricted Unit that fails to satisfy the Price Condition by the close of business on the Vesting Expiration Date (as defined in the RHU Grant Certificate) shall be canceled and forfeited without any consideration. (ii) If, prior to the date the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited: 1 (A) the Grantee’s Employment terminates prior to the Service Condition being met due to the Grantee’s Retirement, then the Service Condition shall be waived for Restricted Units granted hereunder in an amount equal to (a) the applicable cumulative percentage of Restricted Units that satisfied the Price Condition at the time of the Grantee’s notice of Retirement or actual Retirement (as determined by the Administrator in its sole discretion) multiplied by (b) the total number of Restricted Units granted hereunder prorated to reflect the number of full years of service such Grantee provided from May 1, 2021 the Measurement Date through the date of such notice or of Retirement or actual Retirement, as applicable, and such Restricted Units shall become vested as of such date; (B) the Grantee dies or experiences a Disability prior to the Service Condition being met, then the Service Condition shall be waived for Restricted Units granted hereunder in an amount equal to (a) the applicable cumulative percentage of Restricted Units that satisfied the Price Condition at the time of the Grantee’s death or Disability (as determined by the Administrator in its sole discretion) multiplied by (b) the total number of Restricted Units granted hereunder prorated to reflect the number of full years of service such Grantee provided from the Measurement Date through the date of death or Disability, as applicable; provided that, all such Restricted Units for which the Service Condition is waived shall become vested on the date of the Grantee’s death or Disability; provided further that the Administrator in its sole discretion, may waive the Service Condition for all Restricted Units granted hereunder for the Grantee who dies or experiences a Disability prior to the Service Vesting Date (as defined in the RHU Grant Certificate) and/or Expiration Date, in which case all remaining unvested Restricted Units granted hereunder shall remain outstanding and eligible to vest until the Service Vesting Date and/or Expiration Date, to the extent the applicable Price Conditions are thereafter satisfied with respect thereto, as if such Xxxxxxx’s Employment had continued until the Service Vesting Date and/or Expiration Date, as applicable, and any remaining Restricted Units that vest in accordance with this Section 2.1(a)(ii)(B) shall become vested on the date the applicable Price Condition is achieved. Any determination of the Grantee’s death or Disability shall be determined by the Administrator in its sole discretion; and (C) a Change in Control occurs prior to any termination of the Grantee’s Employment, then all or any portion of any unvested Restricted Units may be vested, subject to the discretion of the Administrator and, if so determined a vesting event, the date of the consummation of the Change in Control shall be deemed the “Vesting Date” for all purposes under this Agreement. Notwithstanding the foregoing, if the Corporation receives an opinion of counsel that there has been a legal judgment or legal development in the Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Restricted Units upon Retirement pursuant to this Section 2.1(a)(ii) being deemed unlawful or discriminatory, then the Corporation will not apply the favorable treatment at the time the Grantee’s Employment terminates due to the Grantee’s Retirement under clause (A) above, and the Restricted Units will be treated as set forth in Section 2.1(a)(i), 2.1(b), 2.1(c) or the other provisions of this Section 2.1(a)(ii), as applicable.

Vesting of Restricted Units. (a) Subject to the terms and conditions contained herein and in the Operating Agreements, the Restricted Units shall vest as provided in the RHU Grant Certificate and this Section 2.1. (i) Restricted Units will be eligible to vest on the date that both the Service Condition and the Price Condition (each as defined in the RHU Grant Certificate) with respect to such Restricted Units have been achieved, with the number of Restricted Units that vest on any such Vesting Date being equal to the cumulative percentage of Restricted Units that have met the Price Condition on such applicable Vesting DateDate (less any percentage of Restricted Units that previously vested), and any Restricted Unit that fails to satisfy the Price Condition by the close of business on the Vesting Expiration Date (as defined in the RHU Grant Certificate) shall be canceled and forfeited without any consideration. (ii) If, prior to the date the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited: 1 (A) the Grantee dies or experiences a Disability, then (i) the Service Condition shall be waived for Restricted Units granted hereunder and unvested Restricted Units shall vest if the applicable Price Condition is satisfied as of the date of such death or Disability, (ii) all remaining unvested Restricted Units granted hereunder that have not yet satisfied the applicable Price Condition shall remain outstanding and eligible to vest until the Service Vesting Date (as defined in the RHU Grant Certificate) and (iii) any Restricted Units that satisfy the Price Condition on or prior to the Service Vesting Date shall vest on the date the Price Condition is satisfied if not covered under Section 2.1(a)(ii)(A)(i) hereof as if such Grantee’s Employment had continued until the Service Vesting Date; provided that the Administrator in its sole discretion, may extend such vesting period until the Expiration Date, to the extent the applicable Price Conditions are satisfied following the Service Vesting Date, as if such Xxxxxxx’s Employment had continued until the Expiration Date and any remaining Restricted Units that vest in accordance with this Section 2.1(a)(ii)(A) shall become vested on the date the applicable Price Condition is achieved. Any determination of the Grantee’s death or Disability shall be determined by the Administrator in its sole discretion; and (B) a Change in Control occurs prior to any termination of the Grantee’s Employment, then all or any portion of any unvested Restricted Units may be vested, subject to the discretion of the Administrator and, if so determined a vesting event, the date of the consummation of the Change in Control shall be deemed the “Vesting Date” for all purposes under this Agreement. (b) If the Grantee’s Employment terminates prior to the applicable Vesting Date for any reason other than due to the Grantee’s Retirementdeath or Disability, all then unvested Restricted Units and all corresponding SERs shall immediately terminate and be forfeited without consideration, and no exchange of such unvested Restricted Units for shares of Common Stock pursuant to Section 2.2 shall occur; provided that for Exempt Grantees whose Employment terminates prior the Service Vesting Date, the Service Condition shall be waived for Restricted Units granted hereunder in an amount equal to (a) the applicable cumulative percentage of Restricted Units that satisfied the Price Condition at the time of the Grantee’s notice of Retirement termination or actual Retirement termination of Employment (as determined by the Administrator in its sole discretion) multiplied by (b) the total number of ); provided further that, all such Restricted Units granted hereunder prorated to reflect for which the number of full years of service such Grantee provided from May 1, 2021 through Service Condition is waived shall become vested on the date of such notice or Retirement of termination or actual Retirementtermination, as applicable, and such Restricted Units shall become vested as of such date;.