Common use of Vesting of the Shares Clause in Contracts

Vesting of the Shares. A. The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on each of the vesting dates set forth above (each a “Vesting Date”) if the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date through each applicable Vesting Date. Except as provided in paragraphs 2(b) through (e) below, if the Participant’s employment with the Company or an Affiliate is terminated prior to a Vesting Date, any Restricted Stock Units that remain unvested as of the date of such termination shall be forfeited. B. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the date the Participant’s employment is terminated due to Disability or death that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable as of the date of such termination. C. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the Participant’s Retirement Age, then any Restricted Stock Units that remain unvested upon attainment of Retirement Age will cease to be forfeitable upon the Participant’s subsequent termination of employment for any reason other than Cause; but rather, such Units shall remain outstanding and continue to “vest” and become payable upon each applicable Vesting Date. D. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the Participant incurs an Involuntary Termination Due to Position Elimination or Reorganization that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in a pro rata number of the Restricted Stock Units. The pro rata number of Restricted Stock Units that vest shall be determined by multiplying the unvested Restricted Stock Units corresponding to a particular Vesting Date by a fraction, the numerator of which is the number of full and partial calendar months of the Participant’s employment with the Company or an Affiliate from the first day of the Vesting Commencement Date to the date of termination, and the denominator of which is the number of full calendar months from the Vesting Commencement Date to the Vesting Date. A partial month of service shall count as a full month. E. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until a Change in Control that occurs before the last Vesting Date, and the Participant’s Restricted Stock Units are neither assumed nor substituted or replaced with similar rights (or cash equivalent value thereof), then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable upon the Change in Control. If the Participant’s Restricted Stock Units are assumed (or substituted or replaced with an award of equivalent value), then, in addition to the circumstances described in paragraphs (a) through (d) above, if the Participant is involuntarily terminated without Cause or resigns for Good Reason within twenty four (24) months following the Change in Control but prior to a Vesting Date, any Restricted Stock Units (or replacement award) that remains unvested will vest in full and become non-forfeitable as of the date of such termination.

Vesting of the Shares. A. (a) The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on each of the vesting dates set forth above (each a “Vesting Date”) if the Participant remains in the continuous employ of service with the Company or an Affiliate from the Vesting Commencement Date through each applicable Vesting Date. Except as provided in paragraphs 2(b) through (e) below, if the Participant’s employment service with the Company or an Affiliate is terminated prior to a Vesting Date, any Restricted Stock Units that remain unvested as of the date of such termination shall be forfeited. B. (b) If the Participant remains in the continuous employ of service with the Company or an Affiliate from the Vesting Commencement Date until the date the Participant’s employment service is terminated due to Disability or death that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable as of the date of such termination. C. (c) If the Participant remains in the continuous employ of service with the Company or an Affiliate from the Vesting Commencement Date until the Participant’s Retirement Age, then any Restricted Stock Units that remain unvested upon attainment of Retirement Age will cease to not be forfeitable forfeited upon the Participant’s subsequent termination cessation of employment service for any reason other than Cause; but rather, such Units shall remain outstanding and continue to “vest” after cessation of service and become payable upon each applicable Vesting Date. D. (d) If the Participant remains in the continuous employ of service with the Company or an Affiliate from the Vesting Commencement Date until the Participant incurs an Involuntary Termination Due to Position Elimination or Reorganization that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in a pro rata number of the Restricted Stock Units. The pro rata number of Restricted Stock Units that vest shall be determined by multiplying the unvested Restricted Stock Units corresponding to a particular Vesting Date by a fraction, the numerator of which is the number of full and partial calendar months of the Participant’s employment service with the Company or an Affiliate from the first day of the Vesting Commencement Date to the date of termination, and the denominator of which is the number of full calendar months from the Vesting Commencement Date to the Vesting Date. A partial month of service shall count as a full month. E. (e) If the Participant remains in the continuous employ of service with the Company or an Affiliate from the Vesting Commencement Date until a Change in Control that occurs before the last Vesting Date, and the Participant’s Restricted Stock Units are neither assumed nor substituted or replaced with similar rights (or cash equivalent value thereof), then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable upon the Change in Control. If the Participant’s Restricted Stock Units are assumed (or substituted or replaced with an award of equivalent value), then, in addition to the circumstances described in paragraphs (a) through (d) above, if the Participant is involuntarily terminated without Cause or resigns for Good Reason within twenty four (24) months following the Change in Control but prior to a Vesting Date, any Restricted Stock Units (or replacement award) that remains unvested will vest in full and become non-forfeitable as of the date of such termination.

Vesting of the Shares. A. The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on each of the vesting dates date(s) set forth above (each a “Vesting Date”) if the Participant remains in the continuous employ service on the Company’s Board of Directors (the Company or an Affiliate “Board”) from the Vesting Commencement Date through each applicable Vesting Date. Except as provided in paragraphs 2(b) through (ed) below, if the Participant’s employment with service on the Company or an Affiliate Board is terminated prior to a Vesting Date, any Restricted Stock Units that remain unvested as of the date of such termination shall be forfeited. B. If the Participant remains in on the continuous employ of the Company or an Affiliate Board from the Vesting Commencement Date until the date the Participant’s employment service is terminated due to Disability or death that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable as of the date of such termination. C. If the Participant remains in the continuous employ of the Company or an Affiliate voluntarily resigns from the Board for any reason prior to the Vesting Commencement Date until the Participant’s Retirement Age(other than due to Disability), then any the Restricted Stock Units that remain unvested upon attainment of Retirement Age will cease to be forfeitable upon the Participant’s subsequent termination of employment for any reason other than Cause; but rather, such Units shall remain outstanding and continue to “vest” and become payable upon each applicable Vesting Date. D. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the Participant incurs an Involuntary Termination Due to Position Elimination or Reorganization that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in a pro rata number of the Restricted Stock Units. The pro rata number of Restricted Stock Units that vest shall be determined by multiplying the unvested Restricted Stock Units corresponding to a particular Vesting Date by a fraction, the numerator of which is the number of full and partial calendar months of the Participant’s employment service with the Company or an Affiliate Board from the first day of the Vesting Commencement Date to the date of terminationresignation, and the denominator of which is the number of full calendar months from the Vesting Commencement Date to the Vesting Date. A partial month of service shall count as a full month. E. D. If the Participant remains in on the continuous employ of the Company or an Affiliate Board from the Vesting Commencement Date until a Change in Control that occurs before the last Vesting Date, and the Participant’s Restricted Stock Units are neither assumed nor substituted or replaced with similar rights (or cash equivalent value thereof), then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable upon the Change in Control. If the Participant’s Restricted Stock Units are assumed (or substituted or replaced with an award of equivalent value), then, in addition to the circumstances described in paragraphs (a) through (d) above, if the Participant is involuntarily terminated without Cause or resigns for Good Reason within twenty four (24) months following the Change in Control but prior to a Vesting Date, any Restricted Stock Units (or replacement award) that remains unvested will vest in full and become non-forfeitable as of the date of such termination.

Vesting of the Shares. A. The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on each of the vesting dates date(s) set forth above (each a “Vesting Date”) if the Participant remains in the continuous employ service on the Company’s Board of Directors (the Company or an Affiliate “Board”) from the Vesting Commencement Date through each applicable Vesting Date. Except as provided in paragraphs 2(b) through (ed) below, if the Participant’s employment with service on the Company or an Affiliate Board is terminated prior to a Vesting Date, any Restricted Stock Units that remain unvested as of the date of such termination shall be forfeited. B. . If the Participant remains in on the continuous employ of the Company or an Affiliate Board from the Vesting Commencement Date until the date the Participant’s employment service is terminated due to Disability or death that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable as of the date of such termination. C. . If the Participant remains in the continuous employ of the Company or an Affiliate voluntarily resigns from the Board for any reason prior to the Vesting Commencement Date until the Participant’s Retirement Age(other than due to Disability), then any the Restricted Stock Units that remain unvested upon attainment of Retirement Age will cease to be forfeitable upon the Participant’s subsequent termination of employment for any reason other than Cause; but rather, such Units shall remain outstanding and continue to “vest” and become payable upon each applicable Vesting Date. D. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the Participant incurs an Involuntary Termination Due to Position Elimination or Reorganization that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in a pro rata number of the Restricted Stock Units. The pro rata number of Restricted Stock Units that vest shall be determined by multiplying the unvested Restricted Stock Units corresponding to a particular Vesting Date by a fraction, the numerator of which is the number of full and partial calendar months of the Participant’s employment service with the Company or an Affiliate Board from the first day of the Vesting Commencement Date to the date of terminationresignation, and the denominator of which is the number of full calendar months from the Vesting Commencement Date to the Vesting Date. A partial month of service shall count as a full month. E. . If the Participant remains in on the continuous employ of the Company or an Affiliate Board from the Vesting Commencement Date until a Change in Control that occurs before the last Vesting Date, and the Participant’s Restricted Stock Units are neither assumed nor substituted or replaced with similar rights (or cash equivalent value thereof), then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable upon the Change in Control. If the Participant’s Restricted Stock Units are assumed (or substituted or replaced with an award of equivalent value), then, in addition to the circumstances described in paragraphs (a) through (d) above, if the Participant is involuntarily terminated without Cause or resigns for Good Reason within twenty four (24) months following the Change in Control but prior to a Vesting Date, any Restricted Stock Units (or replacement award) that remains unvested will vest in full and become non-forfeitable as of the date of such termination.