Common use of Accelerated Vesting Upon Certain Terminations of Employment Clause in Contracts

Accelerated Vesting Upon Certain Terminations of Employment. (i) With respect to the Time-Based RSUs, if the Grantee’s employment is terminated prior to any applicable vesting date set forth in Section 2(a), (A) by the Employer for reasons other than Cause (as defined in this Agreement or the Grantee’s employment agreement, if applicable) or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the vesting of such Time-Based RSUs will immediately accelerate as of the date of such termination with respect to a portion of the unvested RSUs subject thereto in an amount equal to (A) the total number of Time-Based RSUs granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of days the Grantee was employed from the Date of Grant to the date of such termination, and the denominator of which is the number of days from the Date of Grant to the next vesting date that is scheduled to occur (as set forth in Section 2(a)) following such termination, less (B) the number of Time-Based RSUs granted pursuant to this Agreement that vested prior to the date of such termination, if any. Upon such termination of the Grantee’s employment, any Time-Based RSUs awarded above the amount that becomes vested pursuant to this Section 3(b)(i) will be forfeited to the Company without payment of any consideration therefor. (ii) With respect to the Performance-Based RSUs, if the Grantee’s employment is terminated prior to the end of the Performance Period (A) by the Company for reasons other than Cause, or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the Performance-Based RSUs shall immediately accelerate as of the date of such termination with respect to a portion of the unvested Performance-Based RSUs subject thereto in an amount equal to the total number of Performance-Based RSUs granted pursuant to this Agreement that would vest based upon the actual level of performance achieved in accordance with Schedule A hereto measured through the end of the fiscal quarter that precedes the date of such termination, and pro-rated for the number of days during which the Grantee was employed beginning on the commencement date of the Performance Period and ending on such date of termination. Upon such termination of the Grantee’s employment, any Performance-Based RSUs awarded above the amount that becomes vested pursuant to this Section 3(b)(ii) will be forfeited to the Company without payment of any consideration therefor. For purposes of this Section 3(b), a termination of employment by the Company for reasons other than Cause shall include a termination due to death or Disability of the Grantee.

Accelerated Vesting Upon Certain Terminations of Employment. (i) With respect to the Time-Based RSUsRestricted Stock, if the Grantee’s employment is terminated prior to any applicable vesting date set forth in Section 2(a), during the Restricted Period (A) by the Employer for reasons other than Cause (as defined in Section 9(a) of this Agreement or the Grantee’s employment agreement, if applicable) or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the vesting of such Time-Based RSUs Restricted Stock will immediately accelerate as of the date of such termination with respect to a portion of the unvested RSUs shares subject thereto in an amount equal to (A) the total number of shares of Time-Based RSUs Restricted Stock granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of days the Grantee was employed from the Date of Grant to the date of such termination, and the denominator of which is the number of days from the Date of Grant to the next vesting date that is scheduled to occur (as set forth in Section 2(a)) following such termination1,095, less (B) the number of shares of Time-Based RSUs Restricted Stock granted pursuant to this Agreement that vested prior to the date of such termination, if any. Upon such termination of the Grantee’s employment, any shares of Time-Based RSUs Restricted Stock awarded above the amount that becomes vested pursuant to this Section 3(b)(i) will be forfeited to the Company without payment of any consideration therefor. (ii) With respect to the Performance-Based RSUsRestricted Stock, if the Grantee’s employment is terminated prior to during the end of the Performance Restricted Period (A) by the Company for reasons other than CauseCause (as defined in Section 9(a) of this Agreement or the Grantee’s employment agreement, if applicable) or (B) if applicable, pursuant to the Grantee’s employment agreement, by the Grantee for good reason (as defined therein), the Performance-Based RSUs shall immediately accelerate Stock will vest in a number of shares that would otherwise vest based on actual performance measured as of the end of the fiscal year in which the date of such termination with respect to a portion of the unvested Performance-Based RSUs subject thereto in an amount equal to the total number of Performance-Based RSUs granted occurs pursuant to this Agreement that would vest based upon the actual level of performance achieved in accordance with Schedule A hereto measured through hereto, as determined by the end of the fiscal quarter that precedes the date of such terminationCommittee, and pro-rated for the number of days during which the Grantee was employed beginning on the commencement date of the Performance Period and ending on such date of termination. Upon such termination of the Grantee’s employment, any shares of Performance-Based RSUs Restricted Stock awarded above the amount that becomes vested pursuant to this Section 3(b)(ii) will be forfeited to the Company without payment of any consideration therefor. For purposes of this Section 3(b), a termination of employment by the Company for reasons other than Cause shall not include a termination due to the death or Disability disability of the Grantee.