3.Settlement of Restricted Stock Units; Deferrals of Restricted Stock Units.
(a)On the earliest practicable date (but no later than thirty (30) days) after the applicable Vesting Date (as set forth in Section 2 above), the Company shall deliver to Participant, or such Participant’s beneficiary, without charge, one Share for each such Restricted Stock Unit that has vested as of such Vesting Date.
(b)If and to the extent permitted by the Committee, Participant may elect, at such times and in accordance with rules and procedures (or sub-plan) adopted by the Committee (which shall comply with Section 409A of the Code, as applicable), to receive all or any portion of Participant’s compensation, whether payable in cash or in equity, on a deferred basis. Notwithstanding the foregoing, Participant may elect, on a subsequent deferral election form adopted by the Company, to make a subsequent deferral of all or any portion of the Restricted Stock Units subject to the RSU Award in a manner that complies with Section 409A of the Code and applicable Treasury Regulations thereunder (including, without limitation, Treasury Regulation Section 1.409A-2, as may be applicable). Further notwithstanding, the Committee may reject in writing, at a time and in a manner that does not violate Section 409A of the Code, any proposed subsequent deferral election prior to it becoming effective for any or no reason in which case such election will become null and void without further action. Neither the Company nor any affiliate, Committee, director, member or employee thereof or their respective affiliates shall have any liability with respect to any subsequent deferral election described herein or under Section 409A of the Code with respect to the Restricted Stock Units subject to the RSU Award.
4.Termination of the Services.
(a)Death or Disability. If the Services terminate due to death or Disability, prior to the applicable Vesting Date, the RSU Award shall be deemed vested to the extent of the number of Restricted Stock Units that would have vested had the Services continued until the next Vesting Date immediately following the date of Participant’s death or the effective date of the termination of the Services due to Disability. Any remaining unvested Restricted Stock Units shall immediately be forfeited and canceled effective as of the date of Participant’s death or effective date of the termination of the Services due to Disability.
(b)Other Terminations. Notwithstanding anything else herein to the contrary, and except as may be provided in an employment agreement or in any other agreement with the Company or one of its Affiliates, or as the Committee may otherwise determine in its sole discretion, in the event that the Services terminate for any reason other than due to death or Disability prior to an applicable Vesting Date, the unvested portion of the RSU Award shall be forfeited without the payment of consideration. For the avoidance of doubt, if a consultant becomes an employee or a Director or an employee becomes a consultant or a Director, without a break in service to the Company, the “Services” shall include both employment as an employee and service as a consultant or a Director and no termination of the Services shall occur.
5.Transferability. The RSU Award may only be transferred pursuant to the requirements under Section 11.3 of the Plan.