Common use of Vesting of RSUs and Dividend Equivalents Clause in Contracts

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to the terms of this Agreement, including, without limitation, Section 2.2(d), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional RSU that results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) shall vest whenever the underlying RSU to which such additional RSU relates vests. (b) In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that are not so vested shall lapse and expire. (c) In the event Participant incurs a Termination of Service for Cause, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and Participant’s rights in any such RSUs and Dividend Equivalents shall lapse and expire. [ (d) Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a CIC Qualifying Termination, the RSUs shall become vested in full on the date of such CIC Qualifying Termination.] Section 2.3

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to the Company or a Participating Company Subsidiary on each applicable vesting date and the Company’s achievement of the performance goals set forth in the Grant Notice and subject to the terms of this Agreement, including, without limitation, Section 2.2(d), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional RSU that which results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) hereof shall vest whenever the underlying RSU to which such additional RSU relates vests. (b) [In the event Participant incurs a Termination of Service by the Company without Cause (as defined in Participant’s employment agreement with the Company) or by the Participant for Good Reason (as defined in Participant’s employment agreement with the Company), a prorated portion of the TSR-Vesting RSUs and the ROIC-Vesting RSUs (each, a “Type” of RSU), respectively (and the RSUs that result from deemed reinvestment of Dividend Equivalents with respect to such prorated portion of RSUs), that that are unvested as of the date on which such Termination of Service occurs shall remain outstanding and subject to vest based on the Company’s achievement of the applicable performance goals set forth in the Grant Notice as if no Termination of Service had occurred, with such prorated portion of each Type of RSUs determined by multiplying the number of unvested RSUs of such Type by a fraction, the numerator of which is the number of days from the Grant Date to and including the date of Termination of Service, and the denominator of which is the total number of days in the Performance Period. Participant shall immediately forfeit any and all other RSUs and Dividend Equivalents granted under this Agreement, and Participant’s rights in any such RSUs and Dividend Equivalents which are not so vested shall lapse and expire.] (c) In the event Participant incurs a Termination of Service [other than as described in Section 2.2(b)], except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that which have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that which are not so vested shall lapse and expire. (cd) In the event Participant incurs a Termination either of Service for Cause, except as may be otherwise provided by the Administrator or as performance goals set forth in a written agreement between Participant and the CompanyGrant Notice are not achieved as of the date set forth in the Grant Notice, Participant shall immediately forfeit any and all the RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and Participant’s rights in any that are subject to such performance goal shall be forfeited as of the date that it is determined that such RSUs and Dividend Equivalents shall lapse and expire. [ (d) Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a CIC Qualifying Termination, the RSUs shall become vested in full on the date of such CIC Qualifying Terminationhave not vested.] Section 2.3

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to the terms of this Agreement, including, without limitation, Section 2.2(d), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional RSU that results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) shall vest whenever the underlying RSU to which such additional RSU relates vests. (b) In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that are not so vested shall lapse and expire. (c) In the event Participant incurs a Termination of Service for Cause, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and Participant’s rights in any such RSUs and Dividend Equivalents shall lapse and expire. [ (d) Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a CIC Qualifying Termination, the RSUs shall become vested in full on the date of such CIC Qualifying Termination.] Section 2.3]

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to the terms of this Agreement, including, without limitation, Section 2.2(d), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional RSU that results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) shall vest whenever the underlying RSU to which such additional RSU relates vests. (b) In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that are not so vested shall lapse and expire. (c) In the event Participant incurs a Termination of Service for Cause, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and Participant’s rights in any such RSUs and Dividend Equivalents shall lapse and expire. [. (d) [Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a CIC Qualifying Termination, the RSUs shall become vested in full on the date of such CIC Qualifying Termination.] Section 2.3Termination.]2

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to the terms of this Agreement, including, without limitation, Section 2.2(d), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional RSU that results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) shall vest whenever the underlying RSU to which such additional RSU relates vests. (b) In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that are not so vested shall lapse and expire. (c) In the event Participant incurs a Termination of Service for Cause, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and Participant’s rights in any such RSUs and Dividend Equivalents shall lapse and expire. [. (d) Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a CIC Qualifying Termination, the RSUs shall become vested in full on the date of such CIC Qualifying Termination.] Section 2.3

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to a Participating Company Group Member on each applicable vesting date and subject to the terms of this Agreement, including, without limitation, Section 2.2(d2.2(b), the RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. [ Each additional RSU that results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) shall vest whenever the underlying RSU to which such additional RSU relates vests.] (b) In the event Participant incurs a Termination of ServiceParticipant’s employment with the Company Group Members is terminated, except as otherwise provided in Section 2.2[(c) or] (d), or as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, including any employment agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs [and Dividend Equivalents Equivalents] granted under this Agreement that have not vested or do not vest on or prior to the date on which such Termination termination of Service employment occurs, and Participant’s rights in any such RSUs [and Dividend Equivalents Equivalents] that are not so vested shall lapse and expire. (c) [In the event that Participant’s employment with the Company Group Members is terminated without Cause or Participant incurs resigns from Participant’s employment for Good Reason, outside of a Termination Change in Control Period, then subject to Participant’s execution and delivery to the Company of Service for Cause, except as may be otherwise provided by the Administrator or as set forth a general waiver and release of claims in a written agreement between Participant and form approved by the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement (whether or not vested), and such Participant’s rights in any RSUs that were scheduled to vest within twelve (12) months following the termination of employment shall accelerate and be fully vested upon such RSUs and Dividend Equivalents shall lapse and expire. termination of employment.] [ (d) Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in In the event that Participant’s employment with the Company Group is terminated without Cause [or Participant resigns for Good Reason] within a Change in Control Period, then subject to Participant’s execution and delivery to the Company of a CIC Qualifying Terminationgeneral xxxxxx and release of claims in a form approved by the Company, the 100% of such Participant’s then unvested RSUs shall become accelerate and be fully vested in full on the date upon such termination of such CIC Qualifying Terminationemployment.] Section 2.3]

Vesting of RSUs and Dividend Equivalents. (a) Subject to Participant’s continued employment with or service to the Company or a Participating Company Subsidiary on each applicable vesting date and subject to the terms of this Agreement, including, without limitation, Section 2.2(d), the RSUs shall vest in such amounts and at such times as are set forth in the Grant NoticeOriginal Vesting Schedule section of the Award Acceptance. Each additional RSU that which results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) hereof shall vest whenever the underlying RSU to which such additional RSU relates vests. Subject to Section 2.2(c), in the event of Participant’s Termination of Service by the Company without Cause within two (2) years after a Change in Control, any unvested RSUs shall immediately vest in full; provided, that if Participant is party to a severance or employment agreement with the Company or any of its affiliates or is a participant in a severance policy of the Company or any of its affiliates, in either case, that provides greater vesting protection to Participant, the RSUs shall be treated in accordance with the applicable terms of such agreement or policy. (b) In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement that which have not vested or do not vest on or prior to the date on which such Termination of Service occurs, and Participant’s rights in any such RSUs and Dividend Equivalents that which are not so vested shall lapse and expire. (c) In As a condition to any accelerated vesting of the event Participant incurs a Termination of Service for Cause, except as may be otherwise provided by the Administrator or RSUs as set forth in a written agreement between Participant and the CompanySection 2.2(a), Participant shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement shall, within the thirty (whether or not vested), and Participant’s rights in any such RSUs and Dividend Equivalents shall lapse and expire. [ (d30) Notwithstanding the Grant Notice or the provisions of Section 2.2(a) and Section 2.2(b), in the event of a CIC Qualifying Termination, the RSUs shall become vested in full on day period following the date of Participant’s Termination of Service, execute and not revoke a general release of all claims, including all known and unknown and current and DC\4200816.6 potential claims, in favor of the Company and its affiliates in either (A) a form provided to Participant by the Company or (B) if Participant is party to a severance or employment agreement with the Company or any of its affiliates or is a participant in a severance policy of the Company or any of its affiliates, the form of release of claims applicable to Participant under such CIC Qualifying Terminationagreement or policy.] Section 2.3