Vesting Conditions and Procedure Contract Clauses (4)

Vesting Conditions and Procedure. (a) Vesting Conditions. Subject to Section 4 below, the vesting of RSUs on each scheduled vesting date set forth in the Notice of Grant (each, a "Vesting Date") shall be subject to (i) the Participant's Continuous Status as an Employee, Consultant or Director from the grant date specified in the Notice of Grant (the "Date of Grant") to such Vesting Date (the "Service-Based Condition") and (ii) satisfaction of the applicable performance conditions prior to such Vesting Date as described below. Em...ployment or service for only a portion of the vesting period described in clause (i) above, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or in the Plan. For each scheduled Vesting Date, the Administrator shall designate an associated performance period (each, a "Performance Period") that ends no later than such Vesting Date and shall establish performance targets applicable to such Performance Period. The Administrator shall also establish a methodology for determining the percentage of the target number of RSUs set forth opposite such Vesting Date in the Vesting Schedule (the "Target Number of RSUs") that will be credited to the Participant based on relative achievement of such performance targets ("Performance-Based Criteria"). Performance-Based Criteria (1) shall be established by the Administrator not later than thirty (30) days after the start of a quarterly or semi-annual Performance Period to which they relate, and no later than ninety (90) days after the start of an annual (or longer) Performance Period to which they relate and (2) shall be communicated 4 to the Participant promptly after being established by the Administrator. Within sixty (60) days following the end of each Performance Period, the Administrator shall determine whether and the extent to which the performance targets for that Performance Period were met and will confirm the crediting percentage (the "Crediting Percentage") that applies pursuant to the previously established methodology. Such determination shall be final and binding absent manifest error. In no event shall the Crediting Percentage be greater than 200 percent. For the avoidance of doubt, unless the Participant is an executive officer, the responsibilities allocated to the Administrator in this paragraph may be performed by an officer of the Company if the Administrator has delegated appropriate authority to such officer. (b) Vesting Procedure. On each Vesting Date, if the Participant has satisfied the Service-Based Condition, the number of RSUs that shall vest and become non-forfeitable shall be equal to the Target Number of RSUs for such Vesting Date multiplied by the applicable Crediting Percentage. Any of the Target Number of RSUs for a particular Vesting Date that do not vest on such Vesting Date in accordance with this Section 3 shall terminate as of the last day of the associated Performance Period. View More