Common use of Vesting of RSUs Clause in Contracts

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 par value (the “Common Stock”), except as otherwise provided in this Agreement. In the event a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded (“Exchange”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Plan) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Exchange trading day and the Market Value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to the 2022 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director terminates for any reason except death or Disablement (defined below), prior to the vesting dates set forth in your Notice of Grant, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 .001 par value (the “Common Stock”), except as otherwise provided in this Agreement. Specifically, the RSUs will vest in twelve (12) equal quarterly installments, commencing on the three month anniversary of the Grant Date and continuing to vest on each subsequent three month anniversary of the Grant Date until fully vested on the third anniversary of the Grant Date, subject to your continued employment with the Corporation or a Subsidiary on the applicable vesting date. In the event a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded Nasdaq Global Select Market (“ExchangeNasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Plan) market value of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Exchange Nasdaq trading day and the Market Value market value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will shall be adjusted for stock splits and similar matters as specified in and pursuant subject to Section 10 of the 2022 2021 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director employee terminates for any reason except death or Disablement a Qualifying Termination (as defined belowin Section 8(e)), prior to the vesting dates set forth in your Notice of GrantGrant and this Agreement, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided Except as set forth in Sections 6, 7, 8 and 9 of this Agreement, provided that you remain continuously employed by, or continuously provide services to, the Corporation or a Corporation, any Subsidiary of the Corporation, or, prior to the Transition Date, Intel from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 0.001 par value (the “Common Stock”), except as otherwise provided in this Agreement. In the event the Common Stock is traded on a stock exchange or national market system (“Exchange”) and a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded (“Exchange”) such Exchange is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Fair Market Value (as defined in the 2022 2024 Plan) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ RSUs will vest on the next following Exchange trading day and the Fair Market Value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to the 2022 2024 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employeeEmployee, Consultant or Outside Director terminates for any reason except death or Disablement (as defined belowin the 2024 Plan), prior to the vesting dates set forth in your Notice of Grant, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each the vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 .001 par value (the “Common Stock”), determined by multiplying the Target Number of Shares by the Conversion Multiplier, except as otherwise provided in this Agreement. In the event a the vesting date for any the RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded Nasdaq Global Select Market (“ExchangeNasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Planbelow) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange Nasdaq trading day; provided, however, that if you are designated by the Board of Directors of the Corporation (“Board”) to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ RSUs will vest on the next following Exchange Nasdaq trading day and the Market Value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to the 2022 2006 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director Employee terminates for any reason except death death, Disablement (defined below), Retirement (defined below), termination without Cause (defined below) or Disablement a CIC Qualifying Termination (defined below), prior to the vesting dates set forth in your Notice of Grant, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided that you remain continuously employed byTwenty-five percent (25%) of the RSUs shall vest on March 15 in each of calendar years 2014, or continuously provide services to2015, 2016 and 2017 (each, a “Vesting Date”) if, as of the end of the Company’s most recent fiscal year ending prior to such Vesting Date, the Corporation Company has achieved at least ninety-five percent (95%) of the EBITDA target for such fiscal year determined by the Board, consistent with the annual business plan for such fiscal year, on or a Subsidiary from before the Grant Date specified ninetieth (90th) day of such fiscal year, subject in each case to the Participant’s continued Employment through each such Vesting Date. Notwithstanding the foregoing, in the Notice of Grant through each vesting date specified event the Participant has a Qualifying Termination following a Change in Control and such termination occurs on or after ▇▇▇▇▇ ▇▇, ▇▇▇▇ , ▇▇▇ ▇▇▇▇ that would have vested on the Notice of Grant, the RSUs allocated to each vesting date first Vesting Date immediately following such Qualifying Termination will vest and be converted into on the right to receive scheduled Vesting Date if the number of shares Company has achieved at least ninety-five percent (95%) of the CorporationEBITDA target for the Company’s Common Stockmost recent fiscal year ending prior to such Vesting Date, $0.01 par value (as determined by the “Common Stock”)Board or the board of directors or compensation committee of the surviving corporation, except as otherwise provided in this Agreementapplicable. In the event a vesting date that ninety-five percent (95%) of the applicable EBITDA target for any fiscal year is not achieved as determined by the Board or the board of directors or compensation committee of the surviving corporation, as applicable, then the portion of the RSUs that would have vested on such Vesting Date will be forfeited immediately as of such determination. In addition, in the event the Participant’s employment terminates prior to the applicable Vesting Date for any RSUs falls on for any reason other than as set forth above in respect of a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded (“Exchange”) is not openQualifying Termination following a Change in Control, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Plan) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Exchange trading day and the Market Value of such vested unvested RSUs will be determined immediately forfeited as of such termination of employment. Settlement of any RSUs granted hereunder will be made in the date the RSUs vested. The number form of shares of Common Stock into no later than the fifteenth day of the third month following the last day of the year in which the RSUs convert as specified vest (each such date, a “Settlement Date”), provided that the Participant has executed the Management Stockholders’ Agreement in the Notice form provided by the Company. For purposes of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to clarification, if a Participant’s employment terminates after the 2022 Plan. applicable Vesting Date of any RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director terminates for any reason except death or Disablement (defined below), but prior to the vesting dates set forth Settlement Date of such RSUs (including as a result of a Qualifying Termination following a Change in your Notice of GrantControl), your unvested such RSUs will remain vested and be cancelledsubject to settlement by the Company.

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 .001 par value (the “Common Stock”), except as otherwise provided in this Agreement. Specifically, the RSUs will vest in twelve (12) equal quarterly installments, commencing on the three month anniversary of the Grant Date and continuing to vest on each subsequent three month anniversary of the Grant Date until fully vested on the third anniversary of the Grant Date, subject to your continued employment with the Corporation or a Subsidiary on the applicable vesting date, and subject to you continuing to hold the Investment Shares (as defined in Section 8(d)) through such three-year vesting period. In the event a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded Nasdaq Global Select Market (“ExchangeNasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Plan) market value of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Exchange Nasdaq trading day and the Market Value market value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will shall be adjusted for stock splits and similar matters as specified in and pursuant subject to Section 10 of the 2022 2021 Plan. 4827-2409-1610.4 RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director employee terminates for any reason except death or Disablement a Qualifying Termination (as defined belowin Section 8(f)), prior to the vesting dates set forth in your Notice of GrantGrant and this Agreement, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each the vesting date dates specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 .001 par value (the “Common Stock”), except as otherwise provided determined in this Agreementaccordance with Section 4. In the event a the vesting date for any the RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded Nasdaq Global Select Market (“ExchangeNasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Planbelow) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange Nasdaq trading day; provided, however, that if you are designated by the Board of Directors of the Corporation (the “Board”) to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ RSUs will vest on the next following Exchange Nasdaq trading day and the Market Value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to the 2022 2006 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director Employee terminates for any reason except death death, Disablement (defined below), termination without Cause (defined below), or Disablement a CIC Qualifying Termination (defined below), prior to the vesting dates set forth in your Notice of Grant, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 .001 par value (the “Common Stock”), except as otherwise provided in this Agreement. In the event a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded Nasdaq Global Select Market (“ExchangeNasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Planbelow) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Exchange Nasdaq trading day and the Market Value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to the 2022 2006 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director Employee terminates for any reason except death death, Disablement (defined below), Retirement (defined below) or Disablement a Qualifying Termination (defined below), prior to the vesting dates set forth in your Notice of Grant, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided that you remain continuously employed by, or continuously provide services to, by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each the vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 .001 par value (the “Common Stock”), determined by multiplying the target number of shares as specified in the Notice of Grant (the “Target Number of Shares”) by the conversion multiplier as set forth below, and except as otherwise provided in this Agreement. In the event a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded Nasdaq Global Select Market (“ExchangeNasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Market Value (as defined in the 2022 Plan) market value of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Exchange Nasdaq trading day and the Market Value market value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will shall be adjusted for stock splits and similar matters as specified in and pursuant subject to Section 10 of the 2022 2021 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee, Consultant or Outside Director employee terminates for any reason except death or Disablement (defined below)Disablement, prior to the vesting dates set forth in your Notice of GrantGrant and this Agreement, your unvested RSUs will be cancelled.

Vesting of RSUs. Provided Except as set forth in Sections 6 and 7 of this Agreement, provided that you remain continuously employed by, or continuously provide services to, the Corporation or a Corporation, any Subsidiary of the Corporation, or, prior to the Transition Date, Intel from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $0.01 0.001 par value (the “Common Stock”), except as otherwise provided in this Agreement. In the event the Common Stock is traded on a stock exchange or national market system (“Exchange”) and a vesting date for any RSUs falls on a weekend or any other day on which the applicable stock exchange or national market system upon which the Common Stock is traded (“Exchange”) such Exchange is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the Fair Market Value (as defined in the 2022 2024 Plan) of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ RSUs will vest on the next following Exchange trading day and the Fair Market Value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant will be adjusted for stock splits and similar matters as specified in and pursuant to the 2022 2024 Plan. RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employeeEmployee, Consultant or Outside Director terminates for any reason except death or Disablement (defined below)reason, prior to the vesting dates set forth in your Notice of Grant, your unvested RSUs will be cancelled.