Common use of Vesting; Settlement Clause in Contracts

Vesting; Settlement. (a) As of the Grant Date, the RSUs are unvested and shall become vested as to 100% of the total number of RSU Shares subject to the RSU on the earlier of (a) the one-year anniversary of the Grant Date or (b) the [next/INSERT YEAR] Company annual meeting of stockholders, subject to the Grantee continuing to provide services to the Company or any of its Subsidiaries through the vesting date. Vesting of any RSUs in all cases is subject to the Grantee’s continued Service (as defined below) with the Company or one of its Subsidiaries from the Grant Date through and including the applicable vesting date. Except as otherwise specifically provided in Section 7.2 of the Plan, if the Grantee’s Service with the Company or any of its Subsidiaries terminates for any reason prior to the date on which all of the RSUs have become vested, regardless of whether such termination is initiated by the Grantee, by the Company or by any of the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. In addition, if the Grantee’s Service with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as of such termination of Service (even if such RSUs are vested) shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. For purposes of this Agreement, “Service” shall mean continuous service as an employee, non-employee member of the Company’s Board of Directors or independent contractor. (b) Each RSU that becomes vested shall be settled as soon as reasonably practicable following the date on which such RSU becomes vested, and in any event within 30 days after the vesting event. (c) Prior to the receipt by the Grantee of an RSU Share in settlement of an RSU, the Grantee shall have no rights of a stockholder with respect to such RSU or RSU Share, including, without limitation, the right to receive dividends with respect to such RSU or RSU Share or the right to vote such RSU or RSU Share. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, if the Company declares a cash dividend on Shares with a record date during the period between the Grant Date and the date immediately preceding the date on which an RSU Share is delivered upon the settlement of a vested RSU, then the Grantee shall be entitled to receive with respect to the vested RSUs being settled on such date an amount in cash equal to the product of (i) the number of vested RSUs then being settled, multiplied by (ii) the amount of cash dividends declared per Share during the period between the Grant Date and the date immediately preceding the date on which such RSU Shares are delivered upon the settlement of such vested RSUs, with such cash payment to be made to the Grantee at the same time as RSU Shares are issued upon the settlement of such vested RSUs; provided, however, that if any such cash dividends have been declared but not paid, such payment shall not be made in respect of such cash dividend until the first payroll date after such cash dividend is paid (and if such dividend equivalent described in this Section 2(c) is not paid to the Participant by March 15th of the year immediately following the year in which the applicable RSU vested, then such dividend equivalent shall be forfeited). Any such amounts will be forfeited upon the forfeiture of the underlying RSU, with no compensation or other payment due to the Grantee or any other Person.

Vesting; Settlement. The PSPUs Available for Vesting will vest (abecoming “Vested Performance Share Plan Units”) As on the dates (the “Vesting Dates”) and in the manner set forth in this Section 4, provided that Participant has been an active employee of the Grant DateCompany, or an Affiliate at all times during the RSUs are unvested and shall become vested as to 100% of the total number of RSU Shares subject to the RSU on the earlier of (a) the one-year anniversary of the Grant Date or (b) the [next/INSERT YEAR] Company annual meeting of stockholders, subject to the Grantee continuing to provide services to the Company or any of its Subsidiaries through the vesting date. Vesting of any RSUs in all cases is subject to the Grantee’s continued Service (as defined below) with the Company or one of its Subsidiaries period from the Grant Date through and including the applicable vesting date. Except as otherwise specifically provided in Section 7.2 Vesting Date. (a) The PSPUs Available for Vesting will become 100% vested on the third anniversary of the PlanGrant Date. (b) Notwithstanding the foregoing provisions of Section 4(a), if in the Grantee’s Service with event Participant separates from service by termination of employment by the Company or any the Employer or their successors and such termination would constitute a Severance upon or within two years following a Change in Control applicable to Participant and such Severance occurs after the end of its Subsidiaries terminates the Performance Period but before all PSPUs Available for any reason Vesting become vested, all PSPUs Available for Vesting shall immediately and fully vest and become Vested Performance Share Plan Units; provided, however, that if such Change in Control occurs after the end of the Performance Period but prior to the date on which all of the RSUs have become vested, regardless of whether such termination is initiated by the Grantee, by the Company determines whether or by any of not the performance goals have been achieved (as set forth in Section 3(b)), all PSPUs Available for Vesting shall fully vest immediately following the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. In addition, if the Grantee’s Service with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as of such termination of Service (even if such RSUs are vested) shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Persondetermination. For purposes of this Agreement, “Service” shall mean continuous service as an employee, non-employee member the date of the Company’s Board of Directors or independent contractor. (b) Each RSU that becomes vested such Change in Control shall be settled as soon as reasonably practicable following deemed to be the date on which such RSU becomes vested, and in any event within 30 days after the vesting eventVesting Date. (c) Prior to the receipt by the Grantee of an RSU Share in settlement of an RSU, the Grantee shall have no rights of a stockholder with respect to such RSU or RSU Share, including, without limitation, the right to receive dividends with respect to such RSU or RSU Share or the right to vote such RSU or RSU Share. Notwithstanding the foregoing or anything contained provisions of Section 4(a), in this Agreement to the contrarycase of Participant's death, if termination of Participant's employment with the Company declares or the Employer, as applicable, as a cash dividend on Shares with result of a record date during Disability or upon Participant’s Normal Retirement, a pro rata portion of the period between PSPUs Available for Vesting shall vest. Such pro rata portion shall equal the number of PSPUs Available for Vesting, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to Participant's death, Disability or Normal Retirement, and the date immediately preceding the date on denominator of which an RSU is 36. Such pro rata portion of PSPUs Available for Vesting shall be deemed to be Vested Performance Share is delivered upon Plan Units for all purposes of this Agreement. For purposes of the settlement provisions of a vested RSUSection 4(d), then the Grantee last day of the Performance Period shall be entitled deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to receive with respect to the vested RSUs being settled on such date an amount in cash equal to the product of (i) the number of vested RSUs then being settled, multiplied by (ii) the amount of cash dividends declared per Share during the period between the Grant Date and the date immediately preceding the date on which such RSU Shares are delivered upon the settlement of such vested RSUs, with such cash payment to be made to the Grantee at the same time as RSU Shares are issued upon the settlement of such vested RSUs; provided, however, that if any such cash dividends have been declared but not paid, such payment shall not be made in respect of such cash dividend until the first payroll date after such cash dividend is paid (and if such dividend equivalent described in this Section 2(c) is not paid to the Participant by March 15th of the year immediately following the year in which the applicable RSU vested, then such dividend equivalent shall be forfeited4(c). Any such amounts will be forfeited upon the forfeiture For purposes of the underlying RSU, with no compensation or other payment due to the Grantee or any other Person.this Agreement,

Vesting; Settlement. (a) As The RSUs are unvested on the Grant Date and shall become vested as follows: First anniversary of the Grant DateDate 50% The last day of each of the 24 months following the month in which the first anniversary of the Grant Date occurs 2.08333% If the percentages above would result in a fraction of an RSU vesting on a vesting date, then the number of RSUs vesting on such vesting date shall be rounded up to the next whole number; provided, however, that in no event shall more than 100% of the RSUs become vested and settled. Notwithstanding the foregoing, if neither a Change in Control nor the IPO has occurred prior to a vesting date set forth above, then no vesting shall occur on such date, and instead, the RSUs are that would have vested on the vesting date set forth above but for this sentence (the “Liquidity Vesting RSUs”) shall remain unvested and shall become vested as to 100% upon the occurrence of the total number of RSU Shares subject to the RSU on the earlier of (a) a Change in Control and the one-year anniversary of the Grant Date or (b) the [next/INSERT YEAR] Company annual meeting of stockholdersIPO, subject and all remaining RSUs shall continue to the Grantee continuing to provide services to the Company or any of its Subsidiaries through vest in accordance with the vesting dateschedule set forth above. Vesting of any RSUs in all cases is subject to the Grantee’s continued Service (as defined below) employment with the Company or one of its Subsidiaries from the Grant Date through and including the applicable vesting date, which in the case of Liquidity Vesting RSUs, shall be the date on which the earlier of a Change in Control and the IPO occurs. Except as otherwise specifically provided in Section 7.2 of the Plan, if the Grantee’s Service employment with the Company or any of its Subsidiaries terminates for any reason prior to the date on which all of the RSUs have become vested, regardless of whether such termination is initiated by the Grantee, by the Company or by any of the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. In addition, if the Grantee’s Service employment with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as of such termination of Service employment (even if such RSUs are vested) shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. For purposes Notwithstanding anything to the contrary contained in any offer letter, severance agreement, employment agreement, consulting agreement or similar agreement between the Grantee and the Company or any of this Agreementits Affiliates, “Service” (i) the RSUs shall mean continuous service not vest upon or following Grantee’s termination of employment except as an employee, non-employee member provided in Section 7.2 of the Company’s Board Plan and (ii) the RSUs shall not vest upon a Change in Control, a change in control, a change of Directors control or independent contractorany similar event except as provided in this Agreement or in the Plan. (b) Each RSU that becomes vested shall be settled as soon as reasonably practicable following the date on which such RSU becomes vested, and in any event within 30 days after the vesting event. (c) Prior to the receipt by the Grantee of an RSU Share in settlement of an RSU, the Grantee shall have no rights of a stockholder with respect to such RSU or RSU Share, including, without limitation, the right to receive dividends with respect to such RSU or RSU Share or the right to vote such RSU or RSU Share. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, if the Company declares a cash dividend on Shares with a record date during the period between the Grant Date and the date immediately preceding the date on which an RSU Share is delivered upon the settlement of a vested RSU, then the Grantee shall be entitled to receive with respect to the vested RSUs being settled on such date an amount in cash equal to the product of (i) the number of vested RSUs then being settled, multiplied by (ii) the amount of cash dividends declared per Share during the period between the Grant Date and the date immediately preceding the date on which such RSU Shares are delivered upon the settlement of such vested RSUs, with such cash payment to be made to the Grantee at the same time as RSU Shares are issued upon the settlement of such vested RSUs; provided, however, that if any such cash dividends have been declared but not paid, such payment shall not be made in respect of such cash dividend until the first payroll date after such cash dividend is paid (and if such dividend equivalent described in this Section 2(c) is not paid to the Participant by March 15th of the year immediately following the year in which the applicable RSU vested, then such dividend equivalent shall be forfeited). Any such amounts will be forfeited upon the forfeiture of the underlying RSU, with no compensation or other payment due to the Grantee or any other Person.

Vesting; Settlement. The PSPUs Available for Vesting will vest (abecoming “Vested Performance Share Plan Units”) As on the dates (the “Vesting Dates”) and in the manner set forth in this Section 4, provided that Participant has been an active employee of the Grant DateCompany, or an Affiliate at all times during the RSUs are unvested and shall become vested as to 100% of the total number of RSU Shares subject to the RSU on the earlier of (a) the one-year anniversary of the Grant Date or (b) the [next/INSERT YEAR] Company annual meeting of stockholders, subject to the Grantee continuing to provide services to the Company or any of its Subsidiaries through the vesting date. Vesting of any RSUs in all cases is subject to the Grantee’s continued Service (as defined below) with the Company or one of its Subsidiaries period from the Grant Date through and including the applicable vesting date. Except as otherwise specifically provided in Section 7.2 Vesting Date. (a) The PSPUs Available for Vesting will become 100% vested on the third anniversary of the PlanGrant Date. (b) Notwithstanding the foregoing provisions of Section 4(a), if in the Grantee’s Service with event Participant separates from service by termination of employment by the Company or any the Employer or their successors and such termination would constitute a Severance upon or within two years following a Change in Control applicable to Participant and such Severance occurs after the end of its Subsidiaries terminates the Performance Period but before all PSPUs Available for any reason Vesting become vested, all PSPUs Available for Vesting shall immediately and fully vest and become Vested Performance Share Plan Units; provided, however, that if such Change in Control occurs after the end of the Performance Period but prior to the date on which all of the RSUs have become vested, regardless of whether such termination is initiated by the Grantee, by the Company determines whether or by any of not the performance goals have been achieved (as set forth in Section 3(b)), all PSPUs Available for Vesting shall fully vest immediately following the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. In addition, if the Grantee’s Service with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as of such termination of Service (even if such RSUs are vested) shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person's determination. For purposes of this Agreement, “Service” shall mean continuous service as an employee, non-employee member the date of the Company’s Board of Directors or independent contractor. (b) Each RSU that becomes vested such Change in Control shall be settled as soon as reasonably practicable following deemed to be the date on which such RSU becomes vested, and in any event within 30 days after the vesting eventVesting Date. (c) Prior to the receipt by the Grantee of an RSU Share in settlement of an RSU, the Grantee shall have no rights of a stockholder with respect to such RSU or RSU Share, including, without limitation, the right to receive dividends with respect to such RSU or RSU Share or the right to vote such RSU or RSU Share. Notwithstanding the foregoing or anything contained provisions of Section 4(a), in this Agreement to the contrarycase of Participant's death, if termination of Participant's employment with the Company declares or the Employer, as applicable, as a cash dividend on Shares with result of a record date during Disability or upon Participant's Normal Retirement, a pro rata portion of the period between PSPUs Available for Vesting shall vest. Such pro rata portion shall equal the number of PSPUs Available for Vesting, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to Participant's death, Disability or Normal Retirement, and the date immediately preceding the date on denominator of which an RSU is 36. Such pro rata portion of PSPUs Available for Vesting shall be deemed to be Vested Performance Share is delivered upon Plan Units for all purposes of this Agreement. For purposes of the settlement provisions of a vested RSUSection 4(d), then the Grantee last day of the Performance Period shall be entitled deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to receive with respect to the vested RSUs being settled on such date an amount in cash equal to the product of (i) the number of vested RSUs then being settled, multiplied by (ii) the amount of cash dividends declared per Share during the period between the Grant Date and the date immediately preceding the date on which such RSU Shares are delivered upon the settlement of such vested RSUs, with such cash payment to be made to the Grantee at the same time as RSU Shares are issued upon the settlement of such vested RSUs; provided, however, that if any such cash dividends have been declared but not paid, such payment shall not be made in respect of such cash dividend until the first payroll date after such cash dividend is paid (and if such dividend equivalent described in this Section 2(c) is not paid to the Participant by March 15th of the year immediately following the year in which the applicable RSU vested, then such dividend equivalent shall be forfeited4(c). Any such amounts will be forfeited upon the forfeiture For purposes of the underlying RSU, with no compensation or other payment due to the Grantee or any other Person.this Agreement,

Vesting; Settlement. The PSPUs Available for Vesting will vest (abecoming “Vested Performance Share Plan Units”) As on the dates (the “Vesting Dates”) and in the manner set forth in this Section 4, provided that Participant has been an active employee of the Grant DateCompany, a Subsidiary, or an Affiliate at all times during the RSUs are unvested and shall become vested as to 100% of the total number of RSU Shares subject to the RSU on the earlier of (a) the one-year anniversary of the Grant Date or (b) the [next/INSERT YEAR] Company annual meeting of stockholders, subject to the Grantee continuing to provide services to the Company or any of its Subsidiaries through the vesting date. Vesting of any RSUs in all cases is subject to the Grantee’s continued Service (as defined below) with the Company or one of its Subsidiaries period from the Grant Date through and including the applicable vesting date. Except as otherwise specifically provided in Section 7.2 Vesting Date. (a) The PSPUs Available for Vesting will become 100% vested on the third anniversary of the PlanGrant Date. (b) Notwithstanding the foregoing provisions of Section 4(a), if in the Grantee’s Service with event Participant separates from service by termination of employment by the Company or any the Employer or their successors and such termination would constitute a Severance upon or within two years following a Change in Control applicable to Participant and such Severance occurs after the end of its Subsidiaries terminates the Performance Period but before all PSPUs Available for any reason Vesting become vested, all PSPUs Available for Vesting shall immediately and fully vest and become Vested Performance Share Plan Units; provided, however, that if such Change in Control occurs after the end of the Performance Period but prior to the date on which all of the RSUs have become vested, regardless of whether such termination is initiated by the Grantee, by the Company determines whether or by any of not the performance goals have been achieved (as set forth in Section 3(b)), all PSPUs Available for Vesting shall fully vest immediately following the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. In addition, if the Grantee’s Service with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as of such termination of Service (even if such RSUs are vested) shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Persondetermination. For purposes of this Agreement, “Service” shall mean continuous service as an employee, non-employee member the date of the Company’s Board of Directors or independent contractor. (b) Each RSU that becomes vested such Change in Control shall be settled as soon as reasonably practicable following deemed to be the date on which such RSU becomes vested, and in any event within 30 days after the vesting eventVesting Date. (c) Prior to the receipt by the Grantee of an RSU Share in settlement of an RSU, the Grantee shall have no rights of a stockholder with respect to such RSU or RSU Share, including, without limitation, the right to receive dividends with respect to such RSU or RSU Share or the right to vote such RSU or RSU Share. Notwithstanding the foregoing or anything contained provisions of Section 4(a), in this Agreement to the contrarycase of Participant's death, if termination of Participant's employment with the Company declares or the Employer, as applicable, as a cash dividend on Shares with result of a record date during Disability or upon Participant’s Normal Retirement, a pro rata portion of the period between PSPUs Available for Vesting shall vest. Such pro rata portion shall equal the number of PSPUs Available for Vesting, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to Participant's death, Disability or Normal Retirement, and the date immediately preceding the date on denominator of which an RSU is 36. Such pro rata portion of PSPUs Available for Vesting shall be deemed to be Vested Performance Share is delivered upon Plan Units for all purposes of this Agreement. For purposes of the settlement provisions of a vested RSUSection 4(d), then the Grantee last day of the Performance Period shall be entitled deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to receive with respect to the vested RSUs being settled on such date an amount in cash equal to the product of (i) the number of vested RSUs then being settled, multiplied by (ii) the amount of cash dividends declared per Share during the period between the Grant Date and the date immediately preceding the date on which such RSU Shares are delivered upon the settlement of such vested RSUs, with such cash payment to be made to the Grantee at the same time as RSU Shares are issued upon the settlement of such vested RSUs; provided, however, that if any such cash dividends have been declared but not paid, such payment shall not be made in respect of such cash dividend until the first payroll date after such cash dividend is paid (and if such dividend equivalent described in this Section 2(c) is not paid to the Participant by March 15th of the year immediately following the year in which the applicable RSU vested, then such dividend equivalent shall be forfeited4(c). Any such amounts will be forfeited upon the forfeiture For purposes of the underlying RSU, with no compensation or other payment due to the Grantee or any other Person.this Agreement,