Common use of Form and Timing of Issuance or Transfer Clause in Contracts

Form and Timing of Issuance or Transfer. (a) On each Delivery Date, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to the number of Vested RSUs (as defined in Section 3(c)(iii) below) held by the Participant as of such date; provided, however, that: (i) If the Participant’s Employment with the Company and its Affiliates is terminated (A) at any time due to the Participant’s death or Disability or (B) by the Participant for Good Reason (as defined in Section 3(c)(ii)) or by the Company and its Affiliates without Cause (as defined in Section 3(c)(i)), in either case, within the two-year period following a Change in Control, then 100% of the then outstanding RSUs which are Unvested RSUs shall vest and the Company shall issue or cause there to be transferred to the Participant the Shares underlying all RSUs then held by the Participant upon the date of such termination of Employment; (ii) Except as otherwise provided in this Agreement, upon the termination of the Participant’s Employment with the Company or any Affiliate for any reason, any Unvested RSUs shall immediately terminate and be forfeited without consideration and no further Shares shall be delivered hereunder. provided, further, however, that, upon the issuance or transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share. (b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding. (c) For purposes of this Agreement:

Form and Timing of Issuance or Transfer. (a) On each the Final Delivery Date, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to the number of Vested RSUs (as defined in Section 3(c)(iii3(c)(ii) below) held by the Participant as of such datethe Final Delivery Date; provided, however, that: (i) If the Participant’s Employment with the Company and its Affiliates is terminated (A) at any time due to the Participant’s death or Disability or (B) by the Participant for Good Reason (as defined in Section 3(c)(ii)) or by the Company and its Affiliates without Cause (as defined in Section 3(c)(i)), in either case, within the two-year period following a Change in Control, then 100% of the then outstanding RSUs which are Unvested RSUs shall vest and the Company shall issue or cause there to be transferred to the Participant the Shares underlying all RSUs then held by the Participant upon the date of such termination of Employment; (ii) Except as otherwise provided in this Agreement, upon the termination of the Participant’s Employment with the Company or any Affiliate for any reason, any Unvested RSUs shall immediately terminate and be forfeited without consideration and no further Shares shall be delivered hereunder. ; provided, further, however, that, upon the issuance or transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share. Except as otherwise provided in this Agreement, upon the Participant’s termination of Employment for any reason, any Unvested RSUs shall immediately be extinguished and shall cease to be outstanding. (b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding. (c) For purposes of this Agreement:

Form and Timing of Issuance or Transfer. (a) On each the Final Delivery Date, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to the number of Vested RSUs (as defined in Section 3(c)(iii3(c)(ii) below) held by the Participant as of such datethe Final Delivery Date; provided, however, that: (i) Upon the Participant’s termination of Employment with the Company and its Affiliates for any reason, the Company shall issue or cause to be issued to the Participant the Shares underlying all Bonus RSUs then held by the Participant upon the date of such termination of Employment; and (ii) If the Participant’s Employment with the Company and its Affiliates is terminated (A) at any time due to the Participant’s death or Disability or (B) by the Participant for Good Reason (as defined in Section 3(c)(ii)) or by the Company and its Affiliates without Cause (as defined in Section 3(c)(i)), in either case, within the two-year period following a Change in Control, then 100% of the then outstanding RSUs which are Unvested RSUs shall vest and the Company shall issue or cause there to be transferred to the Participant the Shares underlying all RSUs then held by the Participant upon the date of such termination of Employment; (ii) Except as otherwise provided in this Agreement, upon the termination of the Participant’s Employment with the Company or any Affiliate for any reason, any Unvested RSUs shall immediately terminate and be forfeited without consideration and no further Shares shall be delivered hereunder. ; provided, further, however, that, upon the issuance or transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share. Except as otherwise provided in this Agreement, upon the Participant’s termination of Employment for any reason, any Unvested RSUs shall immediately be extinguished and shall cease to be outstanding. (b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding. (c) For purposes of this Agreement:

Form and Timing of Issuance or Transfer. (a) On each Delivery Date, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to the number of Vested RSUs (as defined in Section 3(c)(iii) below) held by the Participant as of such date; provided, however, that: (i) If the Participant’s Employment with the Company and its Affiliates is terminated (A) at any time due to the Participant’s death or Disability or (B) by the Participant for Good Reason (as defined in Section 3(c)(ii)) or by the Company and its Affiliates without Cause (as defined in Section 3(c)(i)), in either case, within the two-year period following a Change in Control, then 100% of the then outstanding RSUs which are Unvested RSUs shall vest and the Company shall issue or cause there to be transferred to the Participant the Shares underlying all RSUs then held by the Participant upon the date of such termination of Employment; (ii) Except as otherwise provided in this Agreement, upon the termination of the Participant’s Employment with the Company or any Affiliate for any reason, any Unvested RSUs shall immediately terminate and be forfeited without consideration and no further Shares shall be delivered hereunder. provided, further, however, that, upon the issuance or transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share. Except as otherwise provided in this Agreement, upon the Participant’s termination of Employment for any reason, any Unvested RSUs shall immediately be extinguished and shall cease to be outstanding. (b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding. (c) For purposes of this Agreement: