Common use of RSUs Clause in Contracts

RSUs. The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Remaining Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Dateregardless of Executive’s termination of employment. Except as otherwise expressly provided herein, all such Continuing Remaining Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Remaining Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Remaining Stock Units after the Termination Date; and; (B) for so long as this Agreement shall be in effect (that is, regardless of whether the Termination Right has been exercised or a Termination for Good Reason shall have occurred), any terms in any of the Original RSU Award Documents relating to a change in control of the Company shall not be operative unless the event that constitutes a change in control of the Company also constitutes a “change in control event” with respect to the Company within the meaning of Section 409A; (C) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Remaining Stock Units as if Executive were an active employee on the date of Executive’s his death.; and (CD) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Remaining Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Remaining Stock Units; provided, however, that this Paragraph 5(d)(iii)(C5(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested and exercisable if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C5(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C5(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and; (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death.; and (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C5(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Stock Units shall continue (a) During your employment with the Company, you were awarded restricted stock units (“RSUs”) subject to vest in accordance with time-based vesting pursuant to the terms of the Original RSU Award DocumentsCompany’s 2014 Equity Incentive Plan and the 2021 Equity Incentive Plan, on respectively (collectively, the same basis “Plans”). The schedule in Exhibit B sets forth the RSUs in effect as such stock units would have become vested if Executive had remained employed under this Agreement through of the Scheduled Expiration Separation Date. Except Under the terms of the Plans and the agreements governing the RSUs (the “RSU Documents”), any additional vesting of the RSUs (except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, below) will cease as of the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Separation Date. Notwithstanding any term or provision the above, under the terms of Section 6.1(c)(iv) of the Original RSU Award Documents:Employment Agreement, if you execute this Agreement, allow it to become effective and fully comply with your obligations under this Agreement, the Board will accelerate the vesting of 139,841 unvested RSUs as of the Separation Date as illustrated in Exhibit B (76,323 RSUs from “Grant 646,” plus 1,018 RSUs from “Grant 962,” plus 62,500 RSUs from “Grant 1731”). For the avoidance of doubt, this amount is in addition to the accelerated vesting of 259,027 outstanding unvested RSUs as provided for in Section 3(a) above. (Ab) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms All other restrictions and provisions of the Original Plans and RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occursDocuments, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Unitslock-up and settlement timing, will remain in effect; provided, however, that this Paragraph 5(d)(iii)(C) shall in order to facilitate an orderly transfer of the common stock underlying the RSUs subject to accelerated vesting herein, the Company may deliver and issue such common stock to you on any date or dates following the Separation Date that it determines to be administratively practicable, but in no case later than December 31, 2022, as well as an orderly sell to cover process so to not be applicable if and put an undue burden on the trading of the stock. You may elect, no later than the Separation Date, to pay cash to the extentCompany to cover taxes (versus relying on the sell-to-cover). In such case of cash election, the settlement of shares shall happen as soon as reasonable after the Effective Date of this Agreement, but in no case later than December 31, 2022. (c) Any RSUs that are not vested as of the reasonable opinion of tax counsel Separation Date (after giving effect to the Company, accelerated vesting under this Agreement and irrespective of any provisions of your Employment Agreement or other corporate events or other occurrences after the presence of such provision would cause Effective Date) will be forfeited and will terminate without any stock units intended payment to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Dateyou.

RSUs. The Continuing Stock Units shall continue (a) During your employment with the Company, you were awarded restricted stock units (“RSUs”) subject to vest in accordance with time-based and performance-based vesting pursuant to the terms of the Original RSU Award DocumentsCompany’s 2014 Stock Incentive Plan or the Company’s 2021 Equity Incentive Plan, on respectively (collectively, the same basis “Plans”). The schedule in Exhibit B sets forth the RSUs in effect as such stock units would have become vested if Executive had remained employed under this Agreement through of the Scheduled Expiration Separation Date. Except Under the terms of the Plans and the agreements governing the RSUs (the “RSU Documents”), any additional vesting of the RSUs (except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, below) will cease as of the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Separation Date. Notwithstanding anything to the contrary in the RSU Documents and any term or provision other documents between you and the Company setting forth the terms of the Original RSU Award Documents:RSUs, if you execute this Agreement, allow it to become effective and fully comply with your obligations under this Agreement, the Board will modify and accelerate the vesting of 3,151,319 unvested RSUs as of the Separation Date as illustrated in Exhibit B. (Ab) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms All other restrictions and provisions of the Original Plans and RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occursDocuments, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Unitslock-up and settlement timing, will remain in effect; provided, however, that this Paragraph 5(d)(iii)(C) shall in order to facilitate an orderly transfer of the common stock underlying the RSUs subject to accelerated vesting herein, the Company may deliver and issue such common stock to you on any date or dates following the Separation Date that it determines to be administratively practicable, but in no case later than December 31, 2022, as well as an orderly sell to cover process so to not be applicable if and put an undue burden on the trading of the stock. You may elect, no later than the Separation Date, to pay cash to the extentCompany to cover taxes (versus relying on the sell-to-cover). In such case of cash election, the settlement of shares shall happen as soon as reasonable after the Effective Date of this Agreement, but in no case later than December 31, 2022. (c) Any RSUs that are not vested as of the reasonable opinion of tax counsel Separation Date (after giving effect to the Company, the presence of such provision would cause accelerated vesting under this Agreement) will be forfeited and will terminate without any stock units intended payment to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Dateyou.

RSUs. The Continuing Stock Units shall As of the Termination Date, Consultant holds restricted stock units (the “RSUs”) with respect to shares of the Company’s common stock issued to Consultant by the Company pursuant to certain RSU agreements (the “RSU Agreements”). During the Term, the RSUs will continue to vest in accordance with the terms existing vesting schedules set forth in the applicable RSU Agreements pursuant to which such RSUs were granted. Notwithstanding the foregoing: • If (a) the Company terminates this Agreement prior to the then-applicable Expiration Date other than for Cause, (b) Consultant terminates this Agreement prior to the then-applicable Expiration Date as a result of the Original RSU Award DocumentsCompany’s material breach of any material provision of this Agreement, on which breach remains uncured for a period of thirty (30) days after Consultant has provided written notice of such material breach to the same basis Company, or (c) the then-current Term terminates as a result of Consultant’s death or Disability, then the vesting of such stock units number of RSUs as would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Extended Expiration Date in accordance with the vesting schedules set forth in the RSU Agreements shall vest on an accelerated basis; • If Consultant terminates this Agreement prior to February 28, 2026 for any reason other than the Company’s material breach of this Agreement (as set forth in clause (b) of the preceding paragraph), then the vesting of such number of RSUs as would have vested on or prior to February 28, 2026 in accordance with the vesting schedules set forth in the RSU Agreements shall vest on an accelerated basis; and • If a Change in Control occurs prior to the then-applicable Expiration Date, then the terms and provisions vesting of such number of RSUs as would have vested on or prior to the Original RSU Award Documents shall be interpreted and applied Extended Expiration Date in accordance with the vesting schedules set forth in the same manner with respect to such Continuing Stock Units as if Executive were RSU Agreements shall vest on an active employee accelerated basis on the date of Executivesuch Change in Control. For example, if the Company terminates this Agreement on September 30, 2025 other than for Cause, Consultant will vest in the RSUs that would have vested on or prior to May 16, 2027 (the Extended Expiration Date) in accordance with the vesting schedules set forth in the RSU Agreements. For a further example, if the Agreement expires on May 16, 2026 without further extension by Consultant, no additional RSUs will vest. Any unvested RSUs then held by Consultant that would have vested during the Extended Term will be cancelled and forfeited as of the termination date. Except as specifically provided above, Consultant’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is RSUs shall remain subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer terms of the Company who could have been a covered employee within Plan and the meaning RSU agreements pursuant to which such RSUs were granted. o Upon termination of Section 162(m) at this Agreement, any unvested Stock Options and RSUs then held by Consultant that do not accelerate as provided above shall be cancelled and forfeited on the time payment date of termination. For your information, and to assist you in respect deciding whether to sign the Separation Agreement and General Release of such award was expected to be made All Claims (the “Applicable 162(m) CriteriaAgreement”) and such Applicable 162(m) Criteria relate), in whole or in part, we are providing you with the following information regarding the employment termination program (the “Severance Program”). This disclosure is being provided to any performance period continuing after you pursuant to the end requirements of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as Older Workers Benefit Protection Act of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date1990.

RSUs. The Continuing After the Closing, the Purchaser Parent shall grant a pool of sixty thousand (60,000) Restricted Stock Units shall continue pursuant and subject to vest in accordance with the terms of the Original RSU Award Documentsits 2007 Stock Incentive Plan, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided hereinamended, all such Continuing which Restricted Stock Units shall be allocated among certain of the key Transferred Employees that become employees of Purchaser effective as of the Closing Date and contingent upon the Closing (the “RSUs”). The allocation of the RSUs among such key Transferred Employees shall be made in consultation with ▇▇▇▇▇▇ ▇▇▇▇▇. The RSUs will be granted over an approximately three-year period with approximately 20,000 RSUs being granted each year, provided that the actual portion of 60,000 RSUs to be granted in each of the three years will be subject toto mutual agreement of the Purchaser Parent and ▇▇▇▇▇▇ ▇▇▇▇▇. The first set of awards to be granted in 2009 would vest at calendar year end 2009, the second set of awards to be granted in 2010 would vest at calendar year end 2010, and administered the third set of awards to be granted in accordance with, the Original RSU Award Documents2011 would vest at calendar year end 2011. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision The vesting of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability RSUs shall not also be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was certain metrics or other goals to be established for the Business to be mutually agreed between the Purchaser Parent and ▇▇▇▇▇▇ ▇▇▇▇▇. The Purchaser Parent shall withhold or collect from the grantee of any such RSU an executive officer amount sufficient to satisfy Tax obligations including by the surrender of the Company who could have been a covered employee within the meaning whole number of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end shares of the Company’s fiscal year in which Purchaser Parent common stock covered by the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as RSU award sufficient to satisfy the applicable tax withholding obligations incident to the vesting or settlement of the Termination Date with respect to such tranche award. The number of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) RSUs shall not be applicable diminished if and any Transferred Employee leaves the employ of Purchaser but shall instead be reallocated to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified remaining key Transferred Employees as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Datedetermined by ▇▇▇▇▇▇ ▇▇▇▇▇ and Purchaser.

RSUs. The Continuing Remaining Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration DateDocuments regardless of Executive’s termination of employment. Except as otherwise expressly provided herein, all such Continuing Remaining Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Remaining Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Remaining Stock Units after the Termination Date; and; (B) for so long as this Agreement shall be in effect (that is, regardless of whether the Termination Right has been exercised or a Termination for Good Reason shall have occurred), any terms in any of the Original RSU Award Documents relating to a change in control of the Company shall not be operative unless the event that constitutes a change in control of the Company also constitutes a “change in control event” with respect to the Company within the meaning of Section 409A; (C) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Remaining Stock Units as if Executive were an active employee on the date of Executive’s his death.; and (CD) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Remaining Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Remaining Stock Units; provided, however, that this Paragraph 5(d)(iii)(C7(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Remaining Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration DateDocuments regardless of Executive’s termination of employment. Except as otherwise expressly provided herein, all such Continuing Remaining Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Remaining Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Remaining Stock Units after the Termination Date; and; (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Remaining Stock Units as if Executive were an active employee on the date of Executive’s his death.; and (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Remaining Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Remaining Stock Units; provided, however, that this Paragraph 5(d)(iii)(C7(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

RSUs. The Continuing Remaining Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Dateregardless of Executive’s termination of employment. Except as otherwise expressly provided herein, all such Continuing Remaining Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Remaining Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Remaining Stock Units after the Termination Date; and; (B) for so long as this Agreement shall be in effect (that is, regardless of whether the Termination Right has been exercised or a Termination for Good Reason shall have occurred), any terms in any of the Original RSU Award Documents relating to a change in control of the Company shall not be operative unless the event that constitutes a change in control of the Company also constitutes a “change in control event” with respect to the Company within the meaning of Section 409A; (C) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Remaining Stock Units as if Executive were an active employee on the date of Executive’s her death.; and (CD) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Remaining Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Remaining Stock Units; provided, however, that this Paragraph 5(d)(iii)(C5(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.