(c)Termination of Service Without Cause; Resignation for Good Reason; Termination of Service Due to Death or Disability. Notwithstanding Section 2(a)(i) hereof, in the event of the Participant’s termination of Service (x) by the Company without Cause pursuant to that certain Employment Agreement, dated as of May 6, 2020, between the Company and the Participant (the “Employment Agreement”), (y) by the Participant’s resignation for Good Reason, or (z) due to the Participant’s death or Disability, the time-based vesting conditions related to these PSUs shall be deemed to be satisfied as of the date of the Participant’s termination of employment and the achievement of all relevant performance goals shall be determined by the actual level achievement of those goals, as determined in good faith by the Compensation Committee at the time of Employee’s termination, measured against the attainment toward the Hurdle Prices applicable to this PSU. Notwithstanding the foregoing, the Participant’s eligibility and entitlement to acceleration of vesting described under this Section 2(c) is dependent upon the satisfaction of all conditions to receipt of severance consideration pursuant to Section 6(f) of the Employment Agreement. For purposes of this Agreement, “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement.
(d)Other Terminations of Service. Upon the occurrence of a termination of the Participant’s Service for any reason other than as contemplated by Section 2(b) and Section 2(c) hereof, all outstanding and unvested PSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all PSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.
Section 3.Settlement. As soon as reasonably practicable following the Vesting Date, termination of service, or the occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable (and in any event within 60 days following the Vesting Date, termination of service, or the occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable), any PSUs that become vested and non-forfeitable pursuant to Section 2 hereof shall be paid by the Company delivering to the Participant a number of Shares equal to the number of such PSUs.
Section 4.Restrictions on Transfer. No PSUs (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, PSUs may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.
Section 5.Adjustments. The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.
Section 6.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.
Section 7.Tax Withholding. Unless determined otherwise by the Committee, the Company shall withhold from the Shares to be issued to the Participant pursuant to Section 3 hereof the number of Shares (and any amount of cash) determined at up to the maximum allowable rate in the