Common use of Vesting in Certain Circumstances Clause in Contracts

Vesting in Certain Circumstances. Notwithstanding any other provision to the contrary in this Agreement, if Employee's employment under this Agreement is terminated by Employee for Good Reason (under Sections 3.3(b) or 4.1) or by the Company without Just Cause (under Sections 3.3(b) or 4.1), then: (a) all the stock options previously granted to the Employee that have neither vested nor expired will automatically vest and become immediately exercisable, and will continue to be exercisable for a period of six months after the later of Employee's date of retirement and the date of termination of the Consulting Agreement; (b) any period of restriction and other restrictions imposed on all RSUs shall lapse, all RSUs shall be immediately settled and payable (or the shares issuable thereunder issued); (c) the rights of Employee or his legal representative or estate as applicable upon retirement in respect of any SARs previously granted to Employee shall be the same as for a termination following a Change of Control as set out in Section 4.1(c) below, where the termination is deemed to be the later of the Employee's date of retirement and the date of termination of the Consulting Agreement; and (d) all other securities awarded under the EFI 2024 Omnibus Equity Incentive Compensation Plan, as amended from time to time, or any other equity incentive plan shall vest and/or accelerate effective as of the later of the date of retirement and the date of termination of the Consulting Agreement.