(determined in accordance with Sections 2(a) and 2(b) following the end of the Performance Period) in a pro rata portion of the Restricted Stock Units underlying the Award, determined by multiplying the total number of such Restricted Stock Units outstanding and unvested immediately prior to the termination date by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the total number of months (36) in the Performance Period (such pro-rata portion, the Eligible Units). Any Restricted Stock Units that do not constitute Eligible Units as a result of the immediately-preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Participant holds Eligible Units, then references to RSUs, the Award or Restricted Stock Units as used in this Agreement shall be deemed to refer to the Participants Eligible Units, to the extent applicable.
(d) Other Terminations of Service. Upon the occurrence of a termination of Participants Service prior to the last day of the Determination Date for any reason other than as provided in this Section 2, all unvested Restricted Stock Units shall be forfeited and cancelled and Participant shall not be entitled to any compensation or other amount with respect thereto; provided, that if the Participants employment terminates as a result of Disability or death following the last day of the Performance Period but prior to the Determination Date, then the unvested RSUs will remain outstanding and eligible to vest upon the Determination Date in accordance with Section 2(a).
(e) Change in Control. Upon the occurrence of a Change in Control, the RSUs will be treated in accordance with Section 12 of the Plan; provided, that if any portion of the RSUs are continued, assumed, replaced, converted or substituted in accordance with Section 12(a) of the Plan, then (i) the Performance Goals will be deemed to be achieved at 100% and the Participants unvested RSUs will be converted into a time-based award eligible to vest on the last day of the Performance Period, subject to continued Service with the Company or a successor through such date, to be settled within 60 days following the last day of the Performance Period, and (ii) if, during the CIC Period, the Participants Service is terminated by the Company without Cause, a resignation by the Participant for Good Reason or as a result of death or Disability, then all of the unvested Restricted Stock Units will become fully vested and will be settled within 60 days following the termination date.
Section 3. Settlement. Any Restricted Stock Units that become vested and non-forfeitable pursuant to Section 2(a) shall be settled as soon as reasonably practicable following the Determination Date (but in no event later than the earlier of 70 days following the last day of the Performance Period and March 15 of the year following the year during which the Determination Date occurs).
Section 4. Restrictions on Transfer. No Restricted Stock Units (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise 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, Restricted Stock Units may be transferred by the Participant solely to the Participants 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.
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