Vesting and Forfeitures. Employee will vest in 12.50% of the Restricted Stock Units covered by this Award on the six (6) month anniversary of the Grant Date and an additional 12.50% on each six (6) month anniversary thereafter; provided, that, Employee has not experienced a “separation from service” (within the meaning of Section 409A of the Code, including Section 1.409A-1(h) of the Final Treasury Regulations promulgated thereunder) (a “Separation from Service”) through each of such vesting dates. Upon the occurrence of a Change in Control, the Restricted Stock Units shall become 100% vested on such event. The Restricted Stock Units which have not vested in accordance with the vesting schedule in this § 3 (the “Unvested Units”) shall become vested upon the earliest to occur of Employee’s death, Disability, or Separation from Service by the Company without Just Cause (as defined below). Upon a Separation from Service for any other reason (including, without limitation, termination by the Company for Just Cause or by Employee for any reason) prior to the date that Employee becomes 100% vested in the Award, the Unvested Units shall be forfeited immediately and Employee shall have no right with respect to the Unvested Units. For purposes of this Agreement and notwithstanding any other provision of the Plan to the contrary, “Just Cause” means (a) Employee’s conviction for, or a plea of guilty or nolo contendere to, a felony or any other crime which involves fraud, dishonesty or moral turpitude, or (b) a material breach by Employee of any written Company employment policies or rules, including the Company’s code of ethics.
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Vesting and Forfeitures. Employee will vest in 12.50% of the Restricted Stock Units covered by this Award on the six (6) month anniversary of the Grant Date and an additional 12.50% on each six (6) month anniversary thereafterthereafter until 100% of the Restricted Stock Units have vested; provided, that, Employee has not experienced a “"separation from service” " (within the meaning of Section 409A of the Code, including Section 1.409A-1(h) of the Final Treasury Regulations promulgated thereunder) (a “"Separation from Service”") through each of such vesting dates. Upon the occurrence of a Change in Control, the Restricted Stock Units shall become 100% vested on such event. The Restricted Stock Units which have not vested in accordance with the vesting schedule in this § 3 (the “"Unvested Units”") shall become vested upon the earliest to occur of Employee’s 's death, Disability, or Separation from Service by the Company without Just Cause (as defined below). Upon a Separation from Service for any other reason (including, without limitation, termination by the Company for Just Cause or by Employee for any reason) prior to the date that Employee becomes 100% vested in the Award, the Unvested Units shall be forfeited immediately and Employee shall have no right with respect to the Unvested Units. For purposes of this Agreement and notwithstanding any other provision of the Plan to the contrary, “"Just Cause” " means (a) Employee’s 's conviction for, or a plea of guilty or nolo contendere to, a felony or any other crime which involves fraud, dishonesty or moral turpitude, or (b) a material breach by Employee of any written Company employment policies or rules, including the Company’s 's code of ethics.
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