(b) Termination with Cause. Upon termination of employment by the Company with Cause, all RSUs, whether vested or unvested, or any portion thereof, as applicable, held by such Participant shall be automatically forfeited as of the date of termination and be of no further force or effect whatsoever, and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.
(c) Termination following a Change in Control. Subject to Section 17.1 of the Plan, upon the occurrence of a Change in Control and the termination of Participants employment by the Company without Cause or by the Participant for Good Reason, in either case, within 12 months following the Change in Control, the vesting of the RSUs shall accelerate, with 100% of the RSUs vested as of immediately prior to the consummation of the Change in Control.
(d) Breach of Restrictive Covenants. Except as prohibited by applicable law, if the Participant breaches any non-disclosure, non-competition, non-solicitation, no-hire, non-disparagement, invention assignment or other restrictive covenant with respect to the Company or any of its Affiliates at any time, including following termination of employment, all RSUs, whether vested or unvested, held by the Participant shall expire on the date of such Participants breach of any such restrictive covenants and be of no further force or effect whatsoever.
4. Settlement of RSUs. Each vested RSU shall be settled by the delivery to the Participant of one Share on or as soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), less any applicable taxes and withholdings.
5. Share Delivery. Delivery of any Shares in settlement of RSUs will be by book-entry credit to an account in the Participants name established by the Company with its transfer agent.
6. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of RSUs subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.
7. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Chief People and Places Officer of the Company during the Participants lifetime. In the absence of any such designation, benefits remaining unpaid at the Participants death shall be paid to the Participants estate.
8. Shareholder Rights. Prior to the delivery of Shares in settlement of RSUs, the Participant shall not have any rights as a shareholder of the Company in connection with the RSUs. Following such delivery of Shares, the Participant shall have all rights as a shareholder with respect to such Shares.