Defined terms used in this Exhibit A that are not otherwise defined in the Award Agreement or the Plan have the meanings given to such terms in this Exhibit A, including Section 5 below.
1. Vesting Eligible RSUs.Except as provided in Sections 2 or 3 below, the number of RSUs in which Holder shall be eligible to vest (the “Vesting Eligible RSUs”) shall be determined according to the following formula:
(a)((Target Award x 50%) x 50% x First EBT Payout Percentage) + ((Target Award x 50%) x First Revenue Payout Percentage) = “First Vesting Eligible RSUs”
(b)((Target Award x 50%) x 50% Second EBT Payout Percentage) + ((Target Award x 50%) x Second Revenue Payout Percentage) = “Second Vesting Eligible RSUs”
(c)“Vesting Eligible RSUs” = First Vesting Eligible RSUs + the Second Vesting Eligible RSUs, but in no event will the Vesting Eligible RSUs exceed the Target Award if the TSR for the Performance Period is zero or negative.
The Committee shall have the sole authority and discretion to determine the Vesting Eligible RSUs at the end of the Performance Period based on the Company’s achievement of EBT, Revenue and TSR goals, and to adjust the performance goals or actual achievement against the goals as provided in the Plan. No RSUs will become Vesting Eligible RSUs until the date the Committee determines and certifies the level of achievement. All RSUs that do not become Vesting Eligible RSUs will be forfeited.
2.Death. Notwithstanding Section 1 in the event of the Holder’s death then the Vesting Eligible RSUs shall equal:
(a)if such death occurs prior to the end of the Company’s FY2021, then a prorated portion of the Target Award based on the number of days elapsed in the Performance Period through the Holder’s death;
(b)if such death occurs during the Company’s FY2022 then the sum of (i) the First Vesting Eligible RSUs and (ii) 50% of the Target Award, with such amount prorated based on the number of days elapsed in the Performance Period through the Holder’s death; and
(c)if Holder’s death occurs following the end of FY2022 but prior to the Vesting Date, then the sum of the First Vesting Eligible RSUs and the Second Vesting Eligible RSUs, with such amount prorated based on the number of days elapsed in the Performance Period through the Holder’s death;
(d)Provided, however, if the Company’s TSR as of the date of the death is negative, the Vesting Eligible RSUs shall not exceed the Target Award.
3.Change in Control. Upon a Change in Control the Performance Period shall terminate and the number of Vesting Eligible RSUs shall equal the greater of (1) the Target Award and (2) the number of RSUs that would be Vesting Eligible RSUs applying the formula in Section 1 based on actual performance through the Change in Control; provided that if the Company’s TSR as of the date of the Change in Control is negative, the Vesting Eligible RSUs shall not exceed the Target Award.
4.Vesting and Settlement Date. Except as otherwise provided in this Section the Vesting Eligible RSUs will vest and be payable on the Vesting Date, provided the Holder complies with the Vesting Conditions through the Vesting Date. Notwithstanding the foregoing in the event of the Holder’s death or termination without Cause during Performance Period but within the twelve (12) month period following a Change in Control, then the Vesting Eligible RSUs shall vest upon such death or Termination of Service and will become payable and settled as soon as practicable following the Holder’s death or Termination of Service, but no later than March 15 of the year following the year in which the Holder’s death or Termination of Service occurs.
5.Definitions. For purposes of this Award Agreement, the following terms shall have the meanings given below:
(a)“Cause” shall mean, as determined in the sole discretion of the Administrator, the Holder’s (i) commission of a felony; (ii) dishonesty or misrepresentation involving the Company; (iii) serious misconduct in the performance or non-performance of his or her responsibilities to the Company (e.g., gross negligence, willful misconduct, gross insubordination or unethical conduct) or (iv) violation of any material condition of employment if Holder is an employee of the Company.