Forfeiture upon Termination as an Employee Consultant or Director Leaves of Absence Contract Clauses (5)

Forfeiture upon Termination as an Employee Consultant or Director Leaves of Absence. (a) Forfeiture upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the Participant's Continuous Status as an Employee, Consultant or Director ceases for any or no reason after the Date of Grant but prior to vesting, any unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company and, if applicable, at no cost to the Company affiliate that actually employs or otherwise engages the Participant (the "Empl...oyer"). Neither the Participant nor any of the Participant's successors, heirs, assigns or personal representatives shall have any rights or interests in any RSUs that are forfeited pursuant to any provision of this Agreement or the Plan. (b) Unpaid Leaves of Absence. Unless otherwise provided by the Administrator (such as in a leave of absence vesting policy or otherwise) and subject to compliance with all applicable laws, in the event the Participant takes an approved but unpaid leave of absence ("LOA") from the Company or the Employer (as applicable) during a Performance Period, such LOA shall have the following effects: (1)if the Performance Period is one fiscal year or less and the portion of the Performance Period during which the Participant is on LOA is less than or equal to 25% of the Performance Period, then the number of Shares that actually vests on the Vesting Date associated with such Performance Period shall be the number that otherwise would have vested on such date under Section 3(b) above multiplied by a fraction, the numerator of which is the number of calendar days in the Performance Period during which the Participant was not on LOA, and the denominator of which is the number of calendar days in the Performance Period; (2)if the Performance Period is one fiscal year or less and the portion of the Performance Period during which the Participant is on LOA is greater than 25% of the Performance Period, then the Target Number of RSUs associated with such Performance Period shall be forfeited 5 when the length of the LOA exceeds 25% of the Performance Period and no RSUs shall be eligible to be earned or to vest for such Performance Period; (3)if the Performance Period is longer than one fiscal year and the portion of the Performance Period during which the Participant is on LOA is 180 days or less, then the number of Shares that actually vests on the Vesting Date associated with such Performance Period shall be the number that otherwise would have vested on such date under Section 3(b) above multiplied by a fraction, the numerator of which is the number of calendar days in the Performance Period during which the Participant was not on LOA, and the denominator of which is the number of calendar days in the Performance Period; and (4)if the Performance Period is longer than one fiscal year and the portion of the Performance Period during which the Participant is on LOA is 181 days or more, then the Target Number of RSUs associated with such Performance Period shall be forfeited on such 181st day and no RSUs shall be eligible to be earned or to vest for such Performance Period. View More