Vesting Forfeiture. (a) The actual number of Shares, if any, that may be earned and vested during the Performance Period, as set forth on the signature page hereto (the "Performance Period"), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the "Performance Goals"); provided, however, that, except as otherwise provided in this Section 3, the Award shall not vest,
...in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and Schedule A as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, if the Participant's employment or service is terminated by the Company or an Affiliate without Cause or by the Participant with Good Reason within (A) six months before or (B) one year after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), shall be deemed vested as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies.
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Vesting Forfeiture. (a)
The actual number of Shares, if any, that may be earned and vested during Subject to the
Performance Period, as Participant's continued Employment through the applicable vesting date, the Award shall vest at the time(s) set forth on the signature page
hereto (the "Performance Period"), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the "P...erformance Goals"); provided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). hereto. The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If Notwithstanding Section 3(a) herein, (i) in the event of a termination of the Participant's employment Employment by the Company and its Affiliates without Cause or service by the Participant with Good Reason during the six month period following a Change in Control, the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of such termination date; and (ii) in the event that the Participant's Employment with the Company is terminated during due to death or Disability, then the Performance Period Award shall become fully vested effective as of the date of the Participant's termination of Employment. If the Participant's Employment with the Company is terminated for any reason other than a Qualifying Termination Change in Control, death or Disability, as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata unvested portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and Schedule A as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, if the Participant's employment or service is terminated by the Company or an Affiliate without Cause or by the Participant with Good Reason within (A) six months before or (B) one year after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), shall be deemed vested as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. Award.
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Vesting Forfeiture. (a)
The actual number of Shares, if any, that may be earned and vested during Subject to the
Performance Period, as Participant's continued Employment through the applicable vesting date, the Award shall vest at the time(s) set forth on the signature page
hereto (the "Performance Period"), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the "P...erformance Goals"); provided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). hereto. The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If Notwithstanding Section 3(a) herein, (i) in the event of a termination of the Participant's employment Employment by the Company and its Affiliates without Cause or service by the Participant with Good Reason, during the six month period following a Change in Control, the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of such termination date; and (ii) in the event that the Participant's Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, Section 3(b), shall be eligible to be earned and vested based on attainment deemed vested. The pro-rata portion of the Performance Goals during Award that shall be deemed vested shall be determined by multiplying the Performance Period as specified in this Agreement total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and Schedule A as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, denominator of which is the total number of calendar days in the event a Change period commencing on the Date of Control occurs during Grant and ending on the Performance Period, applicable vesting date. The remaining unvested Shares subject to the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, if the Participant's employment or service is terminated by the Company or an Affiliate without Cause or by the Participant with Good Reason within (A) six months before or (B) one year after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), shall be deemed vested forfeited as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. Qualifying Termination.
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Vesting Forfeiture. (a)
The actual number of Shares, if any, that may be earned Subject to the Participant's continued employment or service through the applicable vesting date and
vested during the Performance Period, as set forth on the signature page hereto (the "Performance Period"), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the "Performance Goals"); pr...ovided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, in whole or in part, and vest at the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined time(s) set forth on the signature page hereto). hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed earned vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and vested. 2 (b) If Consultants, in the event that the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, Section 3(b), shall be eligible to be earned and vested based on attainment deemed vested. The pro-rata portion of the Performance Goals during unvested Shares subject to the Performance Period Award that shall be deemed vested as specified of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in this Agreement the period commencing on the Date of Grant and Schedule A ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as if of the date of the Qualifying Termination. 2 (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant's employment or service had with the Company is terminated due to death or Disability, then the Award shall, to the extent not terminated. then vested or previously forfeited or cancelled, become fully vested effective as of the Participant's Termination Date. (d) Notwithstanding Sections Section 3(a) and (b) herein, in the event of a Change of Control occurs during the Performance Period, Control, then the Award shall be deemed earned and shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and become fully vested to the extent as of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, nonetheless become vested if the Participant's employment or service is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) six months before (in which case vesting shall not occur until the effective date of the Change of Control) or (B) one year after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Control (in which case vesting shall be deemed vested occur as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of Participant's Termination Date). (e) If the Participant's termination of employment or service in with the event subpart (B) Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein applies. (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.
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Vesting Forfeiture. (a)
The actual number of Shares, if any, that may be earned Subject to the Participant's continued employment or service through the applicable vesting date and
vested during the Performance Period, as set forth on the signature page hereto (the "Performance Period"), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the "Performance Goals"); pr...ovided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, in whole or in part, and vest at the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined time(s) set forth on the signature page hereto). hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed earned vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and vested. 2 (b) If Consultants, in the event that the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, Section 3(b), shall be eligible to be earned and vested based on attainment deemed vested. The pro-rata portion of the Performance Goals during Award that shall be deemed vested shall be determined by multiplying the Performance Period total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as specified of the date of the Qualifying Termination. 2 (c) Notwithstanding Section 3(a) herein, with respect to Directors, in this Agreement and Schedule A as if the event that the Participant's employment or service had with the Company is terminated due to death or Disability, then the Award shall, to the extent not terminated. then vested or previously forfeited or cancelled, become fully vested effective as of the Participant's Termination Date. (d) Notwithstanding Sections Section 3(a) and (b) herein, in the event of a Change of Control occurs during the Performance Period, Control, then the Award shall be deemed earned and shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and become fully vested to the extent as of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, nonetheless become vested if the Participant's employment or service is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) six months before (in which case vesting shall not occur until the effective date of the Change of Control) or (B) one year (or such other period after a Change of Control as may be stated in a Participant's employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Control (in which case vesting shall be deemed vested occur as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of Participant's Termination Date). (e) If the Participant's termination of employment or service in with the event subpart (B) Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein applies. (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.
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Vesting Forfeiture. (a) The
actual number of Shares, cash payment, if any, that may be earned and vested during the Performance
Period, as set forth on Period pursuant to the
signature page hereto (the "Performance Period"), Performance Units awarded under this Agreement will be determined by the Administrator following the end of the Performance Period based on attainment of the performance
goals, goals and the value of the Award, as set forth on the signature page hereto and as provided in Schedule A
(the "Perfor...mance Goals"); and Schedule B; provided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, receive a cash payment, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. to receive any amounts with respect thereto. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals performance goals during the Performance Period as specified in this Agreement Agreement, Schedule A and Schedule A B as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to as if the extent of the attainment of the Objective Criteria Target Performance Goals Goal set forth on Schedule A, calculated A and determined the Qualitative Criteria Target Performance Goal set forth on Schedule B (together, the "Target Performance Goals") for the Performance Period have been met as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed nonetheless become earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, vested if 3 the Participant's employment or service is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) six months before (in which case the Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the effective date of the Change of Control) or (B) one year after the effective date of a Change of Control, then Control (in which case the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. Termination Date).
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Vesting Forfeiture. (a) The
actual number of Shares, cash payment, if any, that may be earned and vested during the Performance
Period, as set forth on Period pursuant to the
signature page hereto (the "Performance Period"), Performance Units awarded under this Agreement will be determined by the Administrator following the end of the Performance Period based on attainment of the performance
goals, goals and the value of the Award, as set forth on the signature page hereto and as provided in Schedule A
(the "Perfor...mance Goals"); and Schedule B; provided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, receive a cash payment, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. to receive any amounts with respect thereto. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals performance goals during the Performance Period as specified in this Agreement Agreement, Schedule A and Schedule A B as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to as if the extent of the attainment of the Objective Criteria Target Performance Goals Goal set forth on Schedule A, calculated A and determined the Qualitative Criteria Target Performance Goal set forth on Schedule B (together, the "Target Performance Goals") for the Performance Period have been met as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed nonetheless become earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, vested if the Participant's employment or service is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) six months before (in which case the Award shall be deemed earned and vested as if the Target Performance Goals for 3 the Performance Period have been met as of the effective date of the Change of Control) or (B) one year (or such other period after a Change of Control as may be stated in a Participant's employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control, then Control (in which case the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. Termination Date).
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Vesting Forfeiture. (a) The
actual number of Shares, if any, cash payment that may be earned and vested during the Performance
Period, as set forth on Period pursuant to the
signature page hereto (the "Performance Period"), Performance Shares awarded under this Agreement will be determined by the
Administrator Committee following the end of the Performance Period based on attainment of the
performance goals, Performance Goals and the value of the Award, as set forth on the signature page hereto and as provided in S
...chedule A (the "Performance Goals"); A; provided, however, that, except that (except as otherwise provided in this Section 3, 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, receive a cash payment, unless the Participant remains employed or in service Employed from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. to receive any amounts with respect thereto. 2 (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service Employment with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, Agreement and Schedule A, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and in Schedule A as if the Participant's employment or service Employment had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of in Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of in Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) Committee) as Awards outstanding under the Plan immediately prior to the Change of in Control event, the Award shall be deemed earned and vested to as if the extent Target Performance Goal for the Performance Period had been met as of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed nonetheless become earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, vested if the Participant's employment or service Employment is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) during the six months before or (B) one year after month period following the effective date of a the Change of Control, then in Control. In such event, the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Award shall be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. termination.
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Vesting Forfeiture. (a) The actual number of Shares, if any, that may be earned and vested during the Performance
Period, as set forth on the signature page hereto (the "Performance Period"), Period will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A
and Schedule B (the "Performance Goals"); provided, however, that, except as otherwise provided in
this Section 3, the
...Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement Agreement, Schedule A and Schedule A B as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to as if the extent of the attainment of the Objective Criteria Target Performance Goals Goal set forth on Schedule A, calculated A and determined the Qualitative Criteria Target Performance Goal set forth on Schedule B (together, the "Target Performance Goals") for the Performance Period have been met as of (or as close in time as practicable to) the effective date of the Change of Control. 3 (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed nonetheless become earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, vested if the Participant's employment or service is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) six months before (in which case the Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the effective date of the Change of Control) or (B) one year after the effective date of a Change of Control, then Control (in which case the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. Termination Date).
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Vesting Forfeiture. (a) The actual number of Shares, if any, that may be earned and vested during the Performance
Period, as set forth on the signature page hereto (the "Performance Period"), Period will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A
and Schedule B (the "Performance Goals"); provided, however, that, except as otherwise provided in
this Section 3, the
...Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement Agreement, Schedule A and Schedule A B as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to as if the extent of the attainment of the Objective Criteria Target Performance Goals Goal set forth on Schedule A, calculated A and determined the Qualitative Criteria Target Performance Goal set forth on Schedule B (together, the "Target Performance Goals") for the Performance Period have been met as of (or as close in time as practicable to) the effective date of the Change of Control. 3 (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed nonetheless become earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, vested if the Participant's employment or service is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) six months before (in which case the Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the effective date of the Change of Control) or (B) one year (or such other period after a Change of Control as may be stated in a Participant's employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control, then Control (in which case the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Award shall be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. Termination Date).
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Vesting Forfeiture. (a) The actual number of
Shares, if any, Shares that may be earned and vested during the Performance
Period, as set forth on the signature page hereto (the "Performance Period"), Period will be determined by the
Administrator Committee following the end of the Performance Period based on attainment of the
performance goals, Performance Goals, as set forth on the signature page hereto and as provided in Schedule
A (the "Performance Goals"); A; provided, however,
that, except that (except as other
...wise provided in this Section 3, 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service Employed from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service Employment with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, Agreement and Schedule A, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and in Schedule A as if the Participant's employment or service Employment had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of in Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of in Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) Committee) as Awards outstanding under the Plan immediately prior to the Change of in Control event, the Award shall be deemed earned and vested to as if the extent Target Performance Goal for the Performance Period had been met as of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed nonetheless become earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, vested if the Participant's employment or service Employment is terminated by the Company or an Affiliate and its Affiliates without Cause or by the Participant with Good Reason within (A) during the six months before or (B) one year after month period following the effective date of a the Change of Control, then in Control. In such event, the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), Award shall be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. termination.
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