Common use of Disability or Qualified Termination Clause in Contracts

Disability or Qualified Termination. Notwithstanding Section 2.2 and pursuant to Section 11.6(k) of the Plan, in the event of a Termination of Employment during the Measurement Period as a result of Disability, or a Qualified Termination, the Total Vesting Stock Units as determined at the conclusion of the Measurement Period in accordance with the Notice of Grant and this Award Agreement, will be multiplied by a fraction, the numerator of which is the number of days from the beginning date of the Measurement Period through the date of such employment termination and the denominator of which is the total number of days between the grant date and December 31, 2019 (“Adjusted Vesting RSUs”). The Adjusted Vesting RSUs shall remain eligible for vesting on the Vesting Dates, as provided in the Notice of Grant. In the event of the termination of the Holder’s employment as a result of Disability or a Qualified Termination subsequent to the end of the Measurement Period, the Holder shall remain eligible to vest in the Total Vesting RSUs on the same schedule as if the Holder had remained employed. Notwithstanding anything contained herein to the contrary, upon the mutual written agreement of the Company and the Holder, ▇▇▇▇▇▇’s cessation of employment shall not be considered a termination hereto if Holder continues to hold the position of a member of the Board of Directors of the Company as of the termination date, or becomes a member of the Board of Directors as of the termination date. Any reference to termination date hereunder shall thereinafter be the date upon which Holder ceases to be a member of the Board of Directors.