Performance-Based Vesting. Except as otherwise provided herein or in the Plan, provided that the Participant remains in continuous service through
March 1, 2026 the third anniversary of the Grant Date (the "Vesting Date"), the Restricted Stock Units shall
vest and become
vested and unrestricted
based on the
Vesting Date based upon attainment of the
Performance Goals performance conditions set forth
and defined in Exhibit A attached
hereto; such Restricted Stock Units shall become earned based upon the Share Price as of... the Measurement Dates set forth and defined therein. hereto. The period during which restrictions apply, the "Restricted Period." Period". Once vested, the Restricted Stock Units shall become "Vested Units." 4. Termination of Service/Employment. Notwithstanding any provision of this Agreement or the Plan to the contrary, if the Participant's employment or service terminates by for any reason of death or Disability, without Cause or for Good Reason, each as defined in the Amended and Restated Employment Agreement between Participant and the Company dated September 7, 2021 (the "Employment Agreement"), at any time before the Vesting Date, any the Participant's Restricted Stock Units that shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have become earned as of the date of termination, subject any further obligations to the provisions of Exhibit A attached hereto, will become fully vested and unrestricted as of Participant under this Agreement; provided, however, that if the date of termination and shall be settled in accordance with Section 7 of this Agreement. Upon Participant experiences a Qualifying Termination on or within the 12-month period following the consummation of the Change in Control, any Restricted Period in effect on the date of such Change in Control Qualifying Termination shall expire as of such date and the Restricted Stock Units shall vest in accordance with and subject to the provisions of Exhibit A attached hereto.
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