Value of the target (100%) number of any such unvested PRSUs shall be determined as of the date of the Change in Control and will be deemed to be earned (such amount, the “Earned Cash PRSU Amount”). Following the date of consummation of the Change in Control, the applicable Earned Cash PRSU Amount shall continue to be subject to the Continuous Service Requirement and be subject to forfeiture during the Restricted Period; and provided further that, if, prior to the end of the Performance Period and within two (2) years after the effective date of such Change in Control, the Participant incurs a Termination of Service by the Company (or such surviving entity) without Cause or by the Participant for Good Reason, the Continuous Service Requirement with respect to the Earned Cash PRSU Amount shall be waived and the Earned Cash PRSU Amount shall be paid to the Participant (without interest) in a single lump-sum cash payment, less applicable Federal, state, and local tax and other withholdings within thirty (30) days following the effective date of the Participant’s Termination of Service. Following the end of the Performance Period, the Earned Cash PRSU Amount will be paid in a single-lump sum cash payment, less applicable Federal, state, and local tax and other withholdings (without interest) in accordance with Section 4(a).
(d)Except as set forth in Section 3(b) and Section 3(c) above, any unvested PRSUs shall be forfeited upon the Participant’s Termination of Service for any reason (or, in the case of Termination of Service for Cause, upon notification of such termination, if earlier).
Section 4.Settlement of PRSUs. Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:
(a)Delivery of Shares. As soon as administratively feasible following vesting of each PRSU, the Company will issue to the Participant the Shares, but no later than March 15 of the calendar year following the last day of the Performance Period and subject to any required delay pursuant to Section 16 below.
(b)Compliance with Applicable Laws. Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.
(c)Certificates Not Required. To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.
(d)No Fractional Shares. No fractional Shares shall be delivered pursuant to this Award Agreement (cash shall be paid in lieu thereof).
Section 5.Withholding. All vesting and delivery of Shares pursuant to the Award shall be subject to withholding of all applicable Federal, State, and local tax and other withholdings. The Participant (or if applicable, permitted assigns, heirs and Designated Beneficiaries (as defined below)) shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Award (including, for the avoidance of doubt, by withholding vested Shares to which the Participant is