Common use of Vesting of RSUs Clause in Contracts

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest,” or similar terms) _____________________________, conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant until the __________ anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon the Grantee’s cessation of service on the Board if such service should cease prior to the end of the Vesting Period due to the Grantee’s death or Disability (to the extent the RSUs have not previously become Vested or been forfeited) in accordance with Section 5 hereof. (c) Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously serving on the Board, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof. (d) For purposes of this Agreement, “Disability” shall mean a medically determinable physical or mental impairment expected to result in death or to continue for a period of not less than 12 months that causes the Grantee to be unable to engage in any substantial gainful activity.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest,” or similar terms) _____________________________on the first anniversary of the Date of Grant, conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant until the __________ first anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon the Grantee’s cessation of service on the Board if such service should cease prior to the end of the Vesting Period due to the Grantee’s death or Disability (to the extent the RSUs have not previously become Vested or been forfeited) in accordance with Section 5 hereof. (c) Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously serving on the Board, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof. (d) For purposes of this Agreement, “Disability” shall mean a medically determinable physical or mental impairment expected to result in death or to continue for a period of not less than 12 months that causes the Grantee to be unable to engage in any substantial gainful activity.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest,” or similar terms) _____________________________as provided in this Section 4(a). For the avoidance of doubt, RSUs that vested on or prior to the Effective Date remain fully Vested. The RSUs covered by this Agreement shall Vest (or have already Vested, as applicable) [one-fourth or one-fifth] on each of the first [four or five] anniversaries of the Date of Grant, in each case, conditioned upon the Grantee’s continuous service on as a member of the Board of Directors (the “Board”) of the Company through each such date (the period from the Date of Grant until the __________ [fourth or fifth] anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b) or and Section 4(c) below, if the Grantee ceases to be continuously serve on in service as a member of the Board of the Company prior to the end of the Vesting Period. For purposes of this Agreement, “continuously in service” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s service as a member of the Board. (bi) Notwithstanding Section 4(a) above, in the RSUs shall Vest upon the Grantee’s cessation event of service on the Board if such service should cease a Change in Control that occurs prior to the end of the Vesting Period due to the Grantee’s death or Disability (to the extent Period, the RSUs have not previously shall become Vested or been forfeited) and payable in accordance with this Section 5 hereof. (c) Notwithstanding Section 4(a) above, if 4(b). If at any time before the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously serving on in service as a member of the Board, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(b)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). 1 Form to be used for NexPoint Residential Trust, Inc., NexPoint Real Estate Finance, Inc. and NexPoint Diversified Real Estate Trust. (dii) For purposes of this Agreement, a “DisabilityReplacement Award” shall mean means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a medically determinable physical value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or mental impairment expected its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in death the Replaced Award or Replacement Award failing to continue for comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a period continuation of not less than 12 months that causes the Grantee to Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be unable to engage made by the Committee, as constituted immediately before the Change in any substantial gainful activityControl, in its sole discretion.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“VestVested,” or similar terms) _____________________________as follows: Initial RSUs and Secondary RSUs shall Vest on , 20 , Initial RSUs and Secondary RSUs shall Vest on , 20 , and the balance of the Initial RSUs and the Secondary RSUs shall Vest on , 20 , in each case conditioned upon the Grantee’s continuous service on the Board through such date (the period from the First Date of Grant until or the __________ anniversary of the Second Date of Grant, as applicable, until , 20 , the “Vesting Period”). Any RSUs that do not so Vest become Vested will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon become Vested if the Grantee’s cessation of service on the Board if such service Grantee should cease die or become Disabled prior to the end of the Vesting Period due to while the Grantee’s death or Disability Grantee is continuously serving on the Board (to the extent the RSUs have not previously become Vested or been forfeited) in accordance with Section 5 hereofVested). (c) Notwithstanding Section 4(a) above, the RSUs shall become Vested if at any time before a Change in Control occurs prior to the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously serving on the Board, a Change in Control occurs, then all of Board (to the extent the RSUs will have not previously become Vested and payable to the Grantee in accordance with Section 5 hereofVested). (d) For purposes of this Agreement, “DisabilityDisabled” shall mean a medically determinable physical or mental impairment expected to result in death or to continue for a period of not less than 12 months that causes the Grantee to be is unable to engage in any substantial gainful activityactivity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest,” or similar terms) _____________________________on the first anniversary of the Date of Grant, conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant until the __________ first anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon the Grantee’s cessation of service on the Board if such service should cease prior to the end of the Vesting Period due to the Grantee’s death or Disability (to the extent the RSUs have not previously become Vested or been forfeited) in accordance with Section 5 hereof. (c) Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously serving on the Board, a Change in Control occurs, then all of the RSUs will become Vested and payable to the Grantee in accordance with Section 5 hereof. (d) For purposes of this Agreement, “Disability” shall mean a medically determinable physical or mental impairment expected to result in death or to continue for a period of not less than 12 months that causes the Grantee to be unable to engage in any substantial gainful activity.

Vesting of RSUs. (a) The Subject to Sections 4(b) and 4(c) below, the RSUs covered by this Agreement shall vest and become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof as follows: (“Vest,” or similar termsb) _____________________________, conditioned upon In the event that the Grantee’s continuous service with the Company or any Subsidiary terminates for any reason, any then-unvested RSUs will be forfeited and automatically cancelled without further action of the Company (which forfeiture shall occur on the Board through date upon which such date (the period from the Date of Grant until the __________ anniversary of the Date of Grant, the “Vesting Period”continuous service ceases). Any RSUs that do not so Vest will For purposes of this Agreement, “continuous service” shall be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon the Grantee’s cessation of service on the Board if such service should cease prior to the end of the Vesting Period due to the Grantee’s death or Disability (to the extent the RSUs have not previously become Vested or been forfeited) determined in accordance with Section 5 hereof18 of the Plan, provided that continuous service shall be deemed to have terminated in the event of a leave of absence that extends beyond the periods permitted by Treasury Regulation section 1.409A-1 (h) for purposes of determining when a service provider incurs a separation from service. (c) Notwithstanding Section 4(a) above, if at any time before in the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously serving on the Board, event that (i) a Change in Control occurs, then occurs before all of the RSUs will granted hereunder have vested, (ii) such unvested RSUs remain outstanding following such Change in Control and (iii) on or within twelve (12) months following the date of such Change in Control, the Grantee’s continuous service with the Company or any Subsidiary is involuntarily terminated by the Company or a Subsidiary, as applicable, without Cause or is voluntarily terminated by the Grantee for Good Reason, then any RSUs granted hereunder that remain unvested and outstanding as of the date of such termination shall immediately vest and become Vested and payable with respect to the Grantee in accordance number of such RSUs that would have otherwise vested and become payable if the Grantee’s continuous service with Section 5 hereof. (d) For purposes of this Agreementthe Company or any Subsidiary, “Disability” shall mean a medically determinable physical or mental impairment expected to result in death or to continue as applicable, had continued for a period of not less than 12 twelve (12) months that causes immediately following the Grantee to be unable to engage in any substantial gainful activityGrantee’s termination of continuous service.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest,” or similar terms) ______________________on _______, conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant until the __________ anniversary of the Date of Grant, the “Vesting Period”). Any RSUs that do not so Vest become nonforfeitable will be forfeited, including, except as provided in Section 4(b), Section 4(c) or Section 4(c4(d) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon become nonforfeitable and payable to the Grantee’s cessation of service on Grantee if the Board if such service Grantee should cease die or become Disabled prior to the end of the Vesting Period due to while the Grantee’s death or Disability Grantee is continuously serving on the Board (to the extent the RSUs have not previously become Vested nonforfeitable or have been forfeited) in accordance with Section 5 hereof). (c) Notwithstanding Section 4(a) above, the RSUs shall become nonforfeitable and payable to the Grantee if at any time before (i) the Company’s 20__ annual meeting of Shareholders occurs prior to the end of the Vesting Period or forfeiture and (ii) the Grantee ceases to continuously serve on the Board prior to the end of the RSUsVesting Period solely as a result of not being re-elected to the Board at such annual meeting (to the extent the RSUs have not previously become nonforfeitable or have been forfeited). (d) Notwithstanding Section 4(a) above, the RSUs shall become nonforfeitable and payable if a Change in Control occurs prior to the end of the Vesting Period while the Grantee is continuously serving on the Board, a Change in Control occurs, then all of Board (to the extent the RSUs will have not previously become Vested and payable to the Grantee in accordance with Section 5 hereofnonforfeitable or have been forfeited). (de) For purposes of this Agreement, “DisabilityDisabled” shall mean a medically determinable physical or mental impairment expected to result in death or to continue for a period of not less than 12 months that causes the Grantee to be is unable to engage in any substantial gainful activityactivity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof (“Vest,” or similar terms) on ________________________, _____, conditioned upon the Grantee’s continuous service on the Board through such date (the period from the Date of Grant until the __________ anniversary of the Date of Grant____, _____, the “Vesting Period”). Any RSUs that do not so Vest become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to continuously serve on the Board prior to the end of the Vesting Period. (b) Notwithstanding Section 4(a) above, the RSUs shall Vest upon become nonforfeitable and payable to the Grantee’s cessation of service on Grantee pursuant to Section 5 hereof if the Board if such service Grantee should cease die or become Disabled prior to the end of the Vesting Period due to while the Grantee’s death or Disability Grantee is continuously serving on the Board (to the extent the RSUs have not previously become Vested or been forfeited) in accordance with Section 5 hereofnonforfeitable). (c) Notwithstanding Section 4(a) above, the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof if at any time before (i) the Company’s ______ annual meeting of Shareholders occurs prior to the end of the Vesting Period or forfeiture and (ii) the Grantee ceases to continuously serve on the Board prior to the end of the RSUs, and while the Grantee is continuously serving on the Board, Vesting Period solely as a Change in Control occurs, then all result of the RSUs will become Vested and payable not being re-elected to the Grantee in accordance with Section 5 hereofBoard at such annual meeting. (d) For purposes of this Agreement, “DisabilityDisabled” shall mean a medically determinable physical or mental impairment expected to result in death or to continue for a period of not less than 12 months that causes the Grantee to be is unable to engage in any substantial gainful activityactivity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.