Common use of - Vesting Provisions, Forfeiture and Settlement Clause in Contracts

- Vesting Provisions, Forfeiture and Settlement. (a) The RSUs shall vest in three (3) equal annual installments on each of the Vesting Dates, subject to the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company through the applicable Vesting Date and the other requirements in this Section 3.1, and upon vesting the RSUs shall become payable in accordance with Section 3.1(h) below. (b) Except as otherwise provided in this Section 3.1 and the terms of the Colleague’s employment agreement, in the event of the Colleague’s Termination of Service prior to a Vesting Date, any RSUs that are unvested as of the Vesting Date will be forfeited immediately by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.1. (c) In the event of the Colleague’s Termination of Service after the first anniversary of the Grant Date and prior to a Vesting Date due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. For the avoidance of any doubt, the provisions of this Section 3.1(c) shall prevail over the provisions of Section 3.1(d) and 3.1(e). (d) In the event the RSUs are assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control the Colleague experiences a (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, within the 24-month period commencing on the effective date of a Change of Control, all unvested RSUs shall vest as of the Termination Date. (e) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, after the first anniversary of the Grant Date and prior to a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall be forfeited automatically by the Colleague unless the Committee, in its sole discretion, elects to accelerate some or all of the unvested RSUs. If no determination is made by the Committee as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Colleague. (f) In the event of the Colleague’s Termination of Service as a result of the Colleague’s Permanent Disability or death, all unvested RSUs shall vest as of the Termination Date. (g) In the event the RSUs are not assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control, all RSUs that are unvested as of the Change of Control shall vest immediately prior to the date of the Change of Control. (h) Notwithstanding anything to the contrary in Section 3.1, no RSUs shall vest prior to the first anniversary of the Grant Date except in the case of the Colleague’s Termination of Service resulting from death or Permanent Disability or in connection with a Change of Control. (i) RSUs that become vested shall be delivered on the applicable Vesting Date or, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(d) through 3.1(g), or as soon as practicable, but not later than 30 days, thereafter. (j) Notwithstanding the foregoing, if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”), as determined in the sole discretion of the Company, and the Colleague is a U.S. Taxpayer, (i) any RSUs that are scheduled to be settled on, or on a date that is by reference to, the Colleague’s Termination of Service shall not be settled on such date unless the Termination of Service constitutes a “separation from service” within the meaning of Section 409A of the Code, and if the Colleague is a “specified employee” within the meaning of Section 409A of the Code on the date the Colleague experiences a separation from service, then the RSUs shall instead be settled on the first business day of the seventh month following the Colleague’s separation from service, or, if earlier, on the date of the Colleague’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code and (ii) any RSUs that are scheduled to be settled upon, or a date that is by reference to, a Change of Control that does not constitute a “change in control event” within the meaning of U.S. Treas. Regs § 1.409A-3(i)(5) shall instead be settled in cash in an amount equal to the Fair Market Value of the Shares on the date of the Change of Control on the earliest of (A) the Vesting Date, (B) the Colleague’s separation from service” and (C) the Colleagues’ death.

- Vesting Provisions, Forfeiture and Settlement. (a) The RSUs shall vest in three (3) substantially equal annual installments on each of the Vesting Dates, subject to the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company Service through the applicable Vesting Date and the other requirements in this Section 3.1, and upon vesting the RSUs shall become payable in accordance with [For Executive Officers other than Mx. Xxxxxxx: Section 3.1(i) below] [For Mx. Xxxxxxx: Section 3.1(h) below]. (b) Except as otherwise provided in this Section 3.1 and or the terms of the Colleague’s employment agreement, in the event of the Colleague’s Termination termination of Service prior to a Vesting Date, any RSUs that are unvested as of the Vesting Termination Date will shall be forfeited immediately as of the Termination Date by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.1. (c) [For Executive Officers other than Mx. Xxxxxxx: In the event of the Colleague’s Termination termination of Service after the first anniversary of the Grant Date and prior to a Vesting Date due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Section 6.2 of Article VI of this Agreement. For the avoidance of any doubt, the provisions of this Section 3.1(c) shall prevail over the provisions of Section 3.1(d) and 3.1(e3.1 (e).] [For Mx. Xxxxxxx: In the event of the Colleague’s termination of Service due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Section 6.2 of Article VI of this Agreement.] (d) In the event the RSUs are assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control and the Colleague experiences a (i) Termination termination of Service without Cause by the Company or (ii) Termination termination of Service by the Colleague for Good Reason, in each case, within the 24-month period commencing on the effective date of a Change of Control, all unvested RSUs shall vest as of the Termination Date. (e) [For Executive Officers other than Mx. Xxxxxxx: In the event of the Colleague’s (i) Termination termination of Service without Cause by the Company or (ii) Termination termination of Service by the Colleague for Good Reason, in each case, after the first anniversary of the Grant Date and prior to the effective date of a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall be forfeited automatically by the Colleague unless the Committee, in its sole discretion, elects to accelerate approves the continued vesting on the original Vesting Dates that occur following the Termination Date of some or all of the unvested RSUs. The continued vesting benefit provided under this Section 3.1(e) shall be subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. If no determination is made by the Committee as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Colleague.] [For Mx. Xxxxxxx: In the event of the Colleague’s (i) termination of Service without Cause by the Company or (ii) termination of Service by the Colleague for Good Reason, in each case, prior to a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall automatically continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement.] (f) In the event of the Colleague’s Termination termination of Service as a result of the Colleague’s Permanent Disability or death, all unvested RSUs shall vest as of the Termination Date. (g) In the event the RSUs are not assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control, all RSUs that are unvested as of the Change of Control shall vest immediately prior to the effective date of the Change of Control. (h) [For Executive Officers other than Mx. Xxxxxxx: Notwithstanding anything to the contrary in Section 3.1, no RSUs shall vest prior to the first anniversary of the Grant Date (i) except in the case of the Colleague’s Termination termination of Service resulting from death or Permanent Disability or in connection with a Change of Control, or (ii) unless the Committee, in its sole discretion, determines that the RSUs shall be sourced from the Unrestricted Pool. (i) ] [For Mx. Xxxxxxx: RSUs that become vested shall be delivered on the applicable Vesting Date or, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(d), (f) through 3.1(gand (g), or as soon as practicable, but not later than 30 days, thereafter.] (i) Except as otherwise provided in Section 3.1(j), RSUs that become vested shall be settled on the applicable Vesting Date or, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(d), (f) or (g), or as soon as practicable, but not later than 30 days, thereafter. Unless the Company provides otherwise, any fractional RSU that is vested as of the final Vesting Date or an accelerated vesting event shall be rounded down to the next whole RSU. For the avoidance of any doubt, no fractional Shares shall be issued pursuant to this Agreement. (j) Notwithstanding the foregoing, if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”)Code, as determined in the sole discretion of the Company, and the Colleague is a U.S. Taxpayer, RSUs that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code, shall be settled, without regard to the vesting schedule set forth above, on the earliest to occur of (i) any RSUs that are scheduled to be settled onthe applicable Vesting Date, or on (ii) a date that is by reference to“change in control event” within the meaning of U.S. Treas. Reg. § 1.409A-3(i)(5) (a “409A CIC Event”), the Colleague’s Termination of Service shall not be settled on such date unless the Termination of Service constitutes (iii) a “separation from service” within the meaning of Section 409A of the CodeCode (a “Separation from Service”) that occurs following a 409A CIC Event, and provided that if the Colleague is a “specified employee” within the meaning of Section 409A of the Code on the date the Colleague experiences a separation Separation from serviceService, then the RSUs shall instead be settled on the first business day of the seventh month following the Colleague’s separation Separation from service, or, if earlier, on the date of the Colleague’s deathService, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code Code, (iv) the Colleague’s death, and (iiv) any RSUs that are scheduled to be settled uponthe Colleague’s disability, or a date that is by reference to, a Change of Control that does not constitute a “change in control event” within the meaning of U.S. Treas. Regs § 1.409A-3(i)(5) shall instead be settled in cash in an amount equal to the Fair Market Value Section 409A of the Shares on the date of the Change of Control on the earliest of (A) the Vesting Date, (B) the Colleague’s separation from service” and (C) the Colleagues’ deathCode.

- Vesting Provisions, Forfeiture and Settlement. (a) The RSUs shall vest in three (3) equal annual installments on each of the Vesting Dates, subject to the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company through the applicable Vesting Date and the other requirements in this Section 3.1, and upon vesting the RSUs shall become payable in accordance with Section 3.1(h3.1(g) below. (b) Except as otherwise provided in this Section 3.1 3.1(c) and the terms of the Colleague’s employment agreement(d), in the event of the Colleague’s Termination of Service prior to a Vesting Date, any RSUs that are unvested as of the Vesting Date will be forfeited immediately by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.1. (c) In the event of the Colleague’s Termination a Change of Service after the first anniversary of the Grant Date and prior to a Vesting Date due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. For the avoidance of any doubtControl, the provisions of this Section 3.1(c) RSUs shall prevail over the provisions of Section 3.1(d) and 3.1(e). not automatically vest (d) In the event even if the RSUs are not assumed or otherwise substituted or replaced by a successor company) and the successor corporation or an affiliate thereof Committee shall have the sole discretion to determine the treatment the RSUs, which may include, among other treatment, that in connection with a Change the event of Control the Colleague experiences a (i) Associate’s Termination of Service without Cause by within 24 months following the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, within the 24-month period commencing on the effective date of a the Change of Control, all unvested the RSUs shall vest as of the Termination Datein full. (e) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, after the first anniversary of the Grant Date and prior to a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall be forfeited automatically by the Colleague unless the Committee, in its sole discretion, elects to accelerate some or all of the unvested RSUs. If no determination is made by the Committee as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Colleague. (fd) In the event of the Colleague’s Termination of Service as due to a result of Qualifying Termination prior to the Colleague’s Permanent Disability or deathVesting Date, all any outstanding, unvested RSUs shall vest as at such time, subject to approval of the Termination DateCommittee. (e) The Colleague agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto. (f) The Committee may, in its sole discretion, cancel the RSUs if the Colleague fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(g). (g) In the event the RSUs are not assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control, all RSUs that are unvested as of the Change of Control shall vest immediately prior to the date of the Change of Control. (h) Notwithstanding anything to the contrary in Section 3.1, no RSUs shall vest prior to the first anniversary of the Grant Date except in the case of the Colleague’s Termination of Service resulting from death or Permanent Disability or in connection with a Change of Control. (i) RSUs that become vested shall be delivered on the applicable Vesting Date or(or vesting event, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(das applicable) through 3.1(g), or as soon as practicable, but not later than within 30 days, days thereafter. (jh) Notwithstanding the foregoingprovisions of Section 3.1(g), if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”), ) as determined in the sole discretion of the Company, Company and the Colleague is a U.S. Taxpayer, the RSUs that become vested shall be settled on a date within 30 days of the earliest to occur of (i) any RSUs that are scheduled to be settled onthe Vesting Date, or on a date that is by reference to, (ii) the Colleague’s Termination of Service shall not be settled on such date unless the Termination of Service constitutes a “separation from service” within the meaning of Section 409A of the CodeCode in the event of a Termination of Service in connection with a Change of Control that constitutes, a “change in control event” within the meaning of U.S. Treas. Regs. § 1.409A-3(i)(5), and (iii) the Colleague’s death. In addition, if the RSUs are Deferred Compensation, the RSUs are settled on or on a date that is by reference to the Colleague’s separation from service, and the Colleague is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code Code, on the date the Colleague experiences a separation from service, then the RSUs shall instead be settled on the first business day of the seventh month following the Colleague’s separation from service, or, if earlier, on the date of the Colleague’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code and Code. (iii) No provision in this Agreement shall be construed to deny any RSUs that are scheduled rights the Colleague may be entitled to be settled uponunder his employment offer letter dated August 26, or a date that is by reference to, a Change of Control that does not constitute a “change in control event” within the meaning of U.S. Treas. Regs § 1.409A-3(i)(5) shall instead be settled in cash in an amount equal to the Fair Market Value of the Shares on the date of the Change of Control on the earliest of (A) the Vesting Date, (B) the Colleague’s separation from service” and (C) the Colleagues’ death2021.

- Vesting Provisions, Forfeiture and Settlement. (a) The RSUs shall vest in three (3) substantially equal annual installments on each of the Vesting Dates, subject to the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company Service through the applicable Vesting Date and the other requirements in this Section 3.1, and upon vesting the RSUs shall become payable in accordance with Section 3.1(h3.1(i) below. (b) Except as otherwise provided in this Section 3.1 and or the terms of the Colleague’s employment agreement, in the event of the Colleague’s Termination termination of Service prior to a Vesting Date, any RSUs that are unvested as of the Vesting Termination Date will shall be forfeited immediately as of the Termination Date by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.1. (c) [For Executive Officers other than Mx. Xxxxxxx: In the event of the Colleague’s Termination termination of Service after the first anniversary of the Grant Date and prior to a Vesting Date due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. For the avoidance of any doubt, the provisions of this Section 3.1(c) shall prevail over the provisions of Section 3.1(d) and 3.1(e).] [For Mx. Xxxxxxx: In the event of the Colleague’s termination of Service due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement.] (d) In the event the RSUs are assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control and the Colleague experiences a (i) Termination termination of Service without Cause by the Company or (ii) Termination termination of Service by the Colleague for Good Reason, in each case, within the 24-month period commencing on the effective date of a Change of Control, all unvested RSUs shall vest as of the Termination Date. (e) [For Executive Officers other than Mx. Xxxxxxx: In the event of the Colleague’s (i) Termination termination of Service without Cause by the Company or (ii) Termination termination of Service by the Colleague for Good Reason, in each case, after the first anniversary of the Grant Date and prior to the effective date of a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall be forfeited automatically by the Colleague unless the Committee, in its sole discretion, elects to accelerate approves the continued vesting on the original Vesting Dates that occur following the Termination Date of some or all of the unvested RSUs. The continued vesting benefit provided under this Section 3.1(e) shall be subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. If no determination is made by the Committee as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Colleague.] [For Mx. Xxxxxxx: In the event of the Colleague’s (i) termination of Service without Cause by the Company or (ii) termination of Service by the Colleague for Good Reason, in each case, prior to the effective date of a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall automatically continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. (f) In the event of the Colleague’s Termination termination of Service as a result of the Colleague’s Permanent Disability or death, all unvested RSUs shall vest as of the Termination Date. (g) In the event the RSUs are not assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control, all RSUs that are unvested as of the Change of Control shall vest immediately prior to the effective date of the Change of Control. (h) [For Executive Officers other than Mx. Xxxxxxx: Notwithstanding anything to the contrary in Section 3.1, no RSUs shall vest prior to the first anniversary of the Grant Date (i) except in the case of the Colleague’s Termination termination of Service resulting from death or Permanent Disability or in connection with a Change of Control, or (ii) unless the Committee, in its sole discretion, determines that the RSUs shall be sourced from the Unrestricted Pool.] (i) Except as otherwise provided in Section 3.1(j), RSUs that become vested shall be delivered settled on the applicable Vesting Date or, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(d), (f) through 3.1(gor (g), or as soon as practicable, but not later than 30 days, thereafter. Unless the Company provides otherwise, any fractional RSU that is vested as of the final Vesting Date or an accelerated vesting event shall be rounded down to the next whole RSU. For the avoidance of any doubt, no fractional Shares shall be issued pursuant to this Agreement. (j) Notwithstanding the foregoing, if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”)Code, as determined in the sole discretion of the Company, and the Colleague is a U.S. Taxpayer, RSUs that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code, shall be settled, without regard to the vesting schedule set forth above, on the earliest to occur of (i) any RSUs that are scheduled to be settled onthe applicable Vesting Date, or on (ii) a date that is by reference to“change in control event” within the meaning of U.S. Treas. Reg. § 1.409A-3(i)(5) (a “409A CIC Event”), the Colleague’s Termination of Service shall not be settled on such date unless the Termination of Service constitutes (iii) a “separation from service” within the meaning of Section 409A of the CodeCode (a “Separation from Service”) that occurs following a 409A CIC Event, and provided that if the Colleague is a “specified employee” within the meaning of Section 409A of the Code on the date the Colleague experiences a separation Separation from serviceService, then the RSUs shall instead be settled on the first business day of the seventh month following the Colleague’s separation Separation from service, or, if earlier, on the date of the Colleague’s deathService, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code Code, (iv) the Colleague’s death, and (iiv) any RSUs that are scheduled to be settled uponthe Colleague’s disability, or a date that is by reference to, a Change of Control that does not constitute a “change in control event” within the meaning of U.S. Treas. Regs § 1.409A-3(i)(5) shall instead be settled in cash in an amount equal to the Fair Market Value Section 409A of the Shares on the date of the Change of Control on the earliest of (A) the Vesting Date, (B) the Colleague’s separation from service” and (C) the Colleagues’ deathCode.