Common use of Continuous Service Requirement Clause in Contracts

Continuous Service Requirement. If you have been continuously employed by (i) the Company, (ii) an Affiliate (as defined in the Equity Plan) or (iii) a corporation or other entity (or parent or subsidiary thereof) assuming this Award Agreement or issuing a substitute equity-based award pursuant to the Equity Plan (collectively, “Group”) through the date on which Performance Qualified Shares are settled with respect to the Performance Period (the “Settlement Date”), 100% of your Performance Qualified Shares determined in accordance with Section 4 above shall be earned and this Award shall be considered vested upon the Settlement Date. Notwithstanding the foregoing sentence, if your employment with the Group terminates before the Settlement Date by reason of death, disability (in accordance with the Company’s Long Term Disability Policy or any other applicable Human Resources policy in effect at the time of your employment termination) or Retirement (as defined in the LTI Plan), then you shall earn and vest in the number of your Performance Qualified Shares, if any, multiplied by a ratio calculated by dividing (x) the number of completed months (rounded to the nearest whole number) of continuous employment actually completed by you in the Performance Period by (y) the number of months constituting the entire Performance Period. If your employment with the Group terminates before the Settlement Date for any reason other than death, disability or Retirement, then you shall not earn any Performance Qualified Shares, you shall have no right, title or interest in and to the Shares subject to this Performance Restricted Stock Unit Award, and this Award shall terminate upon such termination of your employment.