Common use of Conversion of Vested RSUs Clause in Contracts

Conversion of Vested RSUs. Upon the earlier to occur of (i) Participant’s Termination of Service, (ii) a Change of Control or (iii) the four year anniversary of the Date of Grant (the “Conversion Date”), the Awarded Units shall be converted into whole shares of Common Stock equal in number to the Vested RSUs determined in accordance with Section 3 above, provided the Participant is employed by (or, if the Participant is a Consultant or Outside Director, is providing services to) the Company from the Date of Grant to the date of such Termination of Service, Change of Control or Conversion Date. Notwithstanding the foregoing, the Participant may make an election pursuant to the provisions of this Agreement to defer the conversion of the Awarded Units for an additional period after the original Conversion Date therefor (“Second Election”). Such a Second Election shall be made at least twelve (12) months prior to the original Conversion Date and shall defer the original Conversion Date set forth in Section 4(iii) above for not less than five (5) years after such original Conversion Date. A Second Election shall be by a written notice sent by the Participant to the Company in a form approved by the Company. Such shares of Common Stock shall be distributed to the Participant (or his or her estate or personal representative, as the case may be) within thirty (30) days following the date on which the Participant’s Termination of Service, Change of Control or Conversion Date occurs, as the case may be. From and after the date of receipt of such shares, the Participant (or the Participant’s estate or personal representative, as the case may be) shall have full rights of transfer or resale with respect to such stock subject to applicable state and federal laws and regulations. As used herein, the term Change of Control shall have the meaning provided in the Plan, regardless of any different definition of Change of Control contained in the Participant’s employment agreement with the Company (if any). Notwithstanding the foregoing provisions of this Section 4, in the event this Award is subject to Section 409A of the Code, then, (i) in lieu of the definition of “Change of Control” specified in the Plan and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change of Control” for purposes of this Award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder; and (ii) in the case of a distribution on account of any Termination of Service other than death, distribution on behalf of a Participant who is a “specified employee,” as defined in Section 409A of the Code, shall not occur until the date which is the earlier of (x) six (6) months following the date of said Participant’s employment termination, or (y) the date of said Participant’s death. During the lifetime of the Participant, the Common Stock received upon conversion of Vested RSUs may only be received by the Participant or his or her legal representative. If the Participant dies prior to the date his or her Vested RSUs are converted into shares of Common Stock as described in Section 3 above, the Common Stock relating to such converted Vested RSUs shall be distributed to the Participant’s estate. In the event of a conflict between the time of vesting of Unvested RSUs or the time of conversion of Vested RSUs in this Agreement and a Participant’s employment agreement with the Company (if any), the terms of this Agreement shall control such timing.

Conversion of Vested RSUs. Upon the earlier to occur of (i) Participant’s Termination of Service, (ii) Service or upon a Change of Control or (iii) the four year anniversary of the Date of Grant (the “Conversion Date”)Control, the Awarded Units shall be converted into whole shares of Common Stock equal in number to the Vested RSUs determined in accordance with Section 3 above, provided the Participant is employed by (or, if the Participant is a Consultant or Outside Director, is providing services to) the Company from the Date of Grant to the date of such Termination of Service, Service or Change of Control or Conversion Date. Notwithstanding the foregoing, the Participant may make an election pursuant to the provisions of this Agreement to defer the conversion of the Awarded Units for an additional period after the original Conversion Date therefor (“Second Election”). Such a Second Election shall be made at least twelve (12) months prior to the original Conversion Date and shall defer the original Conversion Date set forth in Section 4(iii) above for not less than five (5) years after such original Conversion Date. A Second Election shall be by a written notice sent by the Participant to the Company in a form approved by the CompanyControl. Such shares of Common Stock shall be distributed to the Participant (or his or her estate or personal representative, as the case may be) within thirty (30) days following the date on which the Participant’s Termination of Service, Service or the Change of Control or Conversion Date occurs, as the case may be. From and after the date of receipt of such shares, the Participant (or the Participant’s estate or personal representative, as the case may be) shall have full rights of transfer or resale with respect to such stock subject to applicable state and federal laws and regulations. As used herein, the term Change of Control shall have the meaning provided in the Plan, regardless of any different definition of Change of Control contained in the Participant’s employment agreement with the Company (if any). Notwithstanding the foregoing provisions of this Section 4, in the event this Award is subject to Section 409A of the Code, then, (i) in lieu of the definition of “Change of Control” specified in the Plan and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change of Control” for purposes of this Award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder; and (ii) in the case of a distribution on account of any Termination of Service other than death, distribution on behalf of a Participant who is a “specified employee,” as defined in Section 409A of the Code, shall not occur until the date which is the earlier of (x) six (6) months following the date of said Participant’s employment termination, or (y) the date of said Participant’s death. During the lifetime of the Participant, the Common Stock received upon conversion of Vested RSUs may only be received by the Participant or his or her legal representative. If the Participant dies prior to the date his or her Vested RSUs are converted into shares of Common Stock as described in Section 3 above, the Common Stock relating to such converted Vested RSUs shall be distributed to the Participant’s estate. In the event of a conflict between the time of vesting of Unvested RSUs or the time of conversion of Vested RSUs in this Agreement and a Participant’s employment agreement with the Company (if any), the terms of this Agreement shall control such timing.