1.Grant of PRSUs.
(a)The Award is subject to the terms of the Plan. The terms of the Plan are incorporated into this Agreement by this reference.
(b)You must accept the terms of this Agreement by returning a signed copy to the Company within 30 days after the Agreement is presented to you for review. The Committee may unilaterally cancel and forfeit the Award in its entirety if you do not accept the terms of this Agreement.
2.Rights as Stockholder..
(a)You will have no rights or privileges of a Stockholder as to the Shares underlying the PRSUs before Settlement under Section 5 below, including no right to vote or receive dividends or other distributions; in addition, the following terms will apply:
(i)you will not be entitled to delivery of any Share certificates for the PRSUs until Settlement (if at all) and upon the satisfaction of all other terms;
(ii)you may not sell, transfer (other than by will or the laws of descent and distribution), assign, pledge or otherwise encumber or dispose of the PRSUs or any rights under the PRSUs before Settlement;
(iii)you will forfeit all of the PRSUs and all of your rights under the PRSUs will terminate in their entirety on the terms set forth in Section 4(a) and Section 10(j) below; and
(iv)each earned PRSU will be credited with cash and stock dividends, if any, paid by the Company during the period commencing on the Grant Date and ending on the date of Settlement in respect of one Share (“Dividend Equivalents”), and any such Dividend Equivalents will be accumulated and will vest and be paid in the same form (cash or stock) at the same time as such earned PRSUs vest and are paid.
(b)Any attempt to dispose of the PRSUs or any interest in the PRSUs in a manner contrary to the terms of this Agreement will be void and of no effect.
3.Vesting. Earned PRSUs, if any, determined in accordance with this Agreement will vest on [●] (the “[●] Vesting Date”), subject to Section 4 below.
4.Effect of Separation from Service; Forfeiture; Change in Control.
(a) Except as otherwise provided in the remainder of this Section 4, if (i) you incur a Separation from Service prior to the [●] Vesting Date (for the avoidance of doubt, which does not otherwise result in the immediate or continued earning and payment of the PRSUs), (ii) you materially breach this Agreement or (iii) you fail to meet the tax withholding obligations described in Section 6 below, all of your rights to the PRSUs will terminate immediately and be forfeited in their entirety.
(b) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service due to your death or a Disability (such Separation from Service a “Qualifying Separation”) on or prior to [●], then a percentage of your target number of PRSUs shall remain outstanding and may become earned and vested PRSUs, and the remainder of your target number of PRSUs shall be forfeited and will not become earned or vested after such Separation from Service. In the event of such Qualifying Separation, the percentage of your target number of PRSUs that will remain outstanding and eligible to become earned and vested will be equal to the product of (i) the