Note 1: RSUs will cease to vest on the last date enumerated in the table above, unless:
(a) You provide Canopy Growth with notice of resignation, in which case RSUs will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;
(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for cause (as such term is defined in the Plan), in which case RSUs will cease to vest on that date;
(c) Canopy Growth terminates your Service without cause, in which case RSUs will cease to vest on the date that is the conclusion to the applicable statutory notice period required in consideration of the termination of your employment by Canopy Growth without cause;
(d) The law deems your Service to be terminated, in which case RSUs will cease to vest on the date deemed by law to be date of such termination;
(e) Your Service with Canopy Growth terminates due to death or disability, in which case all unvested RSUs shall vest 30 days following the date of death or disability; or
(f) Your Service with Canopy Growth terminates due to Retirement (as defined below), in which case, provided you have been in continuous Service for at least six months since the date of grant of the RSUs, your RSUs will continue to vest in accordance with the schedule set forth above (irrespective of any continued employment or Service requirement). Notwithstanding the foregoing provisions of this section, in the event of your breach of any restrictive covenants regarding non-competition and/or non-solicitation (the Restrictive Covenants) incumbent on you pursuant to your employment agreement with the Company following cessation of Service due to Retirement, in addition to any relief described in the Employment Agreement, all unvested RSUs held by you shall be immediately forfeited on the date which you breach a Restrictive Covenant unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and any gain realized by you from the vesting of any RSUs following such breach, shall be paid by you to the Company.
Following the applicable date of cessation of vesting of your RSUs above, you will not be entitled to any further vesting of RSUs nor to damages or compensation of any sort as a result of such limitation.
For purposes of this Award, Retirement means that you (i) voluntarily elect to terminate your Service with Canopy Growth after you attain the age of sixty (60) years old, (ii) have completed five (5) Full Years of continuous Service, (iii) have provided reasonable notice to the company, and (iv) have not received a cash severance or other termination payment in excess of what is provided for in your employment agreement on the occasion of resignation, and a Full Year means a twelve-month period beginning on the date of your commencement of Service and each anniversary thereof.
Further, for purposes of this Award, Disability has the same meaning as that provided for in U.S. Internal Revenue Code Treasury regulation section 1.409A-3(i)(4)(i)(A) (which generally means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.)