A number of RSUs equal to one-third of the RSUs (rounded to the nearest whole number) shall vest on each of the first two anniversaries of the Grant Date, and the remaining RSUs will vest on the third anniversary of the Grant Date (each such anniversary, a “Vesting Date”).
The RSUs will vest only if the Grantee is, and has been, continuously employed by AZEK from the Grant Date through the applicable Vesting Date (such period, the “Vesting Period”), and any unvested RSUs will be forfeited upon any termination of Employment for any reason.
Notwithstanding the foregoing and any provision in the Plan:
A.Upon a termination of Employment due to death or Disability, a prorated number of the RSUs will immediately vest based on the Grantee’s date of termination relative to the length of each applicable Vesting Period;
B.Upon an involuntary termination of Employment by AZEK without Cause or by the Grantee for Good Reason (as may be defined in the Employment Agreement), and subject to the Grantee’s (i) execution of, and without revoking, a release of claims in a form provided by AZEK and (ii) continued compliance with any restrictive covenants in any employment or other agreement with AZEK, any unvested RSUs scheduled to vest within 12 months of the Grantee’s date of termination will remain outstanding and continue to vest on the applicable Vesting Date as if the Grantee had remained Employed through such applicable Vesting Date;
C.Upon a termination of the Grantee’s Employment due to Retirement, any unvested RSUs will remain outstanding and continue to vest on the Vesting Date as if the Grantee had continued to be Employed through the applicable Vesting Date. For this purpose, “Retirement” will mean a termination of Employment in which the following apply: (1) the sum of Grantee’s age plus length of service as of the date of termination equals 65, with a minimum of two years of service and a minimum age of 58, (2) Grantee provided one-year advance notice to AZEK of Retirement, and (3) the Grant Date is not within six months prior to the Grantee’s date of termination. As a condition to the continued vesting under this Section, Grantee must execute, and not revoke, a release of claims in a form provided by AZEK and comply with any non-competition, non-solicitation, confidentiality or other covenants to which Grantee is subject; and
D.Upon a termination of Employment by AZEK without Cause or by the Grantee for Good Reason (as may be defined in the Employment Agreement), on or within 24 months following a Change in Control, any outstanding, unvested RSUs will immediately vest as of the date of such termination.