Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4. (a) Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) A
...ccelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) of the Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page 2 (3) Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, within 12 months after a Change of Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to an involuntary termination for reasons other than Cause or a resignation for Good Reason, then all unvested Units shall immediately vest in full. (ii) If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control. (iii) For purposes of this Section 4(b)(3), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4. (a) Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting
Dates Date specified in the Vesting Schedule.
...(b) Accelerated or Continued Vesting. The vesting of your outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) of the Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page 2 (3) Change in Control. If full upon a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, within 12 months after a Change of Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either Provider. In addition, the vesting of your outstanding Units will be accelerated in full immediately prior to an involuntary termination for reasons other than Cause or the effective time of a resignation for Good Reason, then all unvested Units shall immediately vest Corporate Transaction that constitutes a Change in full. (ii) If Control if this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then all unvested Units shall immediately vest in full upon the occurrence of the such Change in Control. (iii) For purposes of this Section 4(b)(3), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
(a) Scheduled Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 8 of this Agreement. a.Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specifi
...ed on the cover page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) Accelerated a.Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) a.Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) all of the unvested Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU a.Retirement. If (A) your Service terminates prior to the final Scheduled Vesting Date due to your Retirement, (B) you provided written notice to the Company of your intention to retire at least six months prior to your termination date due to Retirement, and (C) at least six months have elapsed between the Grant Date and your termination date due to Retirement, then the Units will continue to vest in accordance with the Vesting Schedule on the cover page of this Agreement; provided, however, that the Employee Covenant Agreement (2020 Equity Incentive Plan) Page 2 (3) Change referred to in Section 8(a) of this Agreement shall continue to apply to you following your termination date due to Retirement until this Award is fully vested and settled, and if you violate any provision of the Employee Covenant Agreement during such period, then Section 8(a) will apply. Units which have vested pursuant to this Subsection 4(b)(2) shall be settled in accordance with Section 6, except that settlement of each vested Unit shall be made no later than the last day of the calendar year in which such Unit vests. a.Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, a.If, within 12 24 months after a Change of in Control (A) described in paragraphs (1) or (2) of Section 2(g) 2(f) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) 2(f) of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to an involuntary termination for reasons other than Cause or a resignation for Good Reason, then all unvested Units shall immediately vest in full. (ii) If a.If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control. (iii) For the avoidance of doubt, with respect to any Award that is deferred compensation for purposes of Section 409A of the Code in the event that it would be impermissible to accelerate the settlement of any such Award in connection with a Change in Control, no distribution shall be made to you Page 2 by reason of such Change of Control (although any other modification or enhancement to the Award, such as accelerated vesting, shall still apply) and the value of such Award as determined by the Committee prior to such Change of Control shall be paid to the affected Service Provider on the date the Award would have otherwise been settled without regard to the Change of Control. a.For purposes of this Section 4(b)(3), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section
4. 3. Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 17 of the Plan. (a) Scheduled Vesting. If you remain a Service Provider continuously from the Grant
Date specified on the cove...r page of this Agreement, Date, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) all of the unvested Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU (2) Termination by the Company without Cause or Voluntarily by You for Good Reason. If your Service is terminated by the Company without Cause or voluntarily by you for Good Reason in accordance with the procedures set forth in your [Amended and Restated] Employment and Noncompetition Agreement (2020 Equity Incentive Plan) Page dated [ ] (the "Employment Agreement") prior to the final Scheduled Vesting Date, all of the unvested 2 Units shall vest as of such termination date. For purposes of this Agreement, "Cause" and "Good Reason" are each as defined in your Employment Agreement. (3) Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, within 12 24 months after a Change of Control (A) described in paragraphs (1) (i) or (2) (ii) of Section 2(g) 2(f) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) (iii) of Section 2(g) 2(f) of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to an involuntary a termination for reasons other than by the Company without Cause or a resignation voluntarily by you for Good Reason, Reason in accordance with the procedures set forth in your Employment Agreement, then all unvested Units shall immediately vest in full. full upon such termination. (ii) If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then than all unvested Units shall immediately vest in full upon the occurrence of the Change in Control. (iii) For purposes of this Section 4(b)(3), 3(b)(3), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) 12(b)(i) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
(a) Scheduled Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 9 of this Agreement. (a)Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specif
...ied on the cover page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) Accelerated (b)Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) (1)Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) all of the unvested Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. (2)Retirement. If your Service terminates prior to the final Scheduled Vesting Date due to your Approved Retirement (as defined in Section 10 below), then all of the unvested Units shall vest as of such termination date, except that no unvested Units shall vest pursuant to this Section 4(b)(2) if less than one year has elapsed from the Grant Date to the date of termination of Service. (3)Termination without Cause or for Good Reason. If your Service terminates prior to the final Scheduled Vesting Date due to your termination by the Company without Cause, or is Executive RSU Agreement (2020 Equity (2018 Omnibus Incentive Plan) Page 2 (3) 2US.137065342.05 terminated by you for Good Reason (as defined in Section 10 below) (excluding any such termination or resignation in connection with a Change in Control as described in Section 4(b)(4) below), then all of the unvested Units shall vest as of such termination date, except that no unvested Units shall vest pursuant to this Section 4(b)(3) if less than one year has elapsed from the Grant Date to the date of termination of Service. (4)Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, (i)If, within 12 twenty-four (24) months after a Change of in Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring successor entity (or its parent entity) Parent) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to experience an involuntary termination of Service for reasons other than Cause or a resignation you terminate your Service for Good Reason, then all unvested Units shall immediately vest in full. (ii) If full as of such termination date. (ii)If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then all unvested Units shall immediately vest in full upon immediately prior to the occurrence effective time of the Change in Control. (iii) For Corporate Transaction. (iii)For purposes of this Section 4(b)(3), 4(b)(4), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 9 of this Agreement. (a) Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the co
...ver page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) all of the unvested Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page 2 (2) Retirement. If your Service terminates prior to the final Scheduled Vesting Date due to your Approved Retirement (as defined in Section 10 below), then all of the unvested Units shall vest as of such termination date, except that no unvested Units shall vest pursuant to this Section 4(b)(2) if less than one year has elapsed from the Grant Date to the date of termination of Service. (3) Termination without Cause or for Good Reason. If your Service terminates prior to the final Scheduled Vesting Date due to your termination by the Company without Cause, or is terminated by you for Good Reason (as defined in Section 10 below) (excluding any such termination or resignation in connection with a Change in Control as described in Section 4(b)(4) below), then all of the unvested Units shall vest as of such termination date, except that no unvested Units shall vest pursuant to this Section 4(b)(3) if less than one year has elapsed from the Grant Date to the date of termination of Service. (4) Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, within 12 twenty-four (24) months after a Change of in Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring successor entity (or its parent entity) Parent) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to experience an involuntary termination of Service for reasons other than Cause or a resignation you terminate your Service for Good Reason, then all unvested Units shall immediately vest in full. full as of such termination date. (ii) If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then all unvested Units shall immediately vest in full upon immediately prior to the occurrence effective time of the Change in Control. Corporate Transaction. (iii) For purposes of this Section 4(b)(3), 4(b)(4), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
(a) Scheduled Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 9 of this Agreement. (a)Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specif
...ied on the cover page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) Accelerated (b)Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) (1)Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) all of the unvested Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page 2 (3) (2)Retirement. If your Service terminates prior to the final Scheduled Vesting Date due to your Approved Retirement (as defined in Section 10 below), then all of the unvested Units shall vest as of such termination date, except that no unvested Units shall vest pursuant to this Section 4(b)(2) if less than one year has elapsed from the Grant Date to the date of termination of Service. (3)Termination without Cause or for Good Reason. If your Service terminates prior to the final Scheduled Vesting Date due to your termination by the Company without Cause, or is terminated by you for Good Reason (as defined in Section 10 below) (excluding any such termination or resignation in connection with a Change in Control as described in Section 4(b)(4) below), then all of the unvested Units shall vest as of such termination date, except that no unvested Units shall vest pursuant to this Section 4(b)(3) if less than one year has elapsed from the Grant Date to the date of termination of Service. (4)Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, (i)If, within 12 24 months after a Change of in Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring successor entity (or its parent entity) Parent) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to experience an involuntary termination of Service for reasons other than Cause or a resignation you terminate your Service for Good Reason, then all unvested Units shall immediately vest in full. (ii) If full as of such termination date. (ii)If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then than all unvested Units shall immediately vest in full upon immediately prior to the occurrence effective time of the Change in Control. (iii) For Corporate Transaction. (iii)For purposes of this Section 4(b)(3), 4(b)(4), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
(a) Scheduled (a)Scheduled Vesting. If you remain a Service Provider
(which is defined as an individual who has not experienced a Termination Date) continuously from the Grant Date specified on the cover page of this Agreement, then the Units will ves
...t in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b) Accelerated or Continued (b)Accelerated Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. (1)Death or Disability. If your Service service to the Company or Related Companies terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested Units shall vest as of such termination date. (2) Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) the total number of days between such date and the next Scheduled Vesting Date) of the Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page Termination Date. 2 (3) Change (2)Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, (a)If, within 12 24 months after a Change of Control (A) described in paragraphs (1) Section 2.6(a) or (2) of Section 2(g) 2.6(d) of the Plan or (B) that constitutes a Corporate Transaction as defined described in paragraph (3) of Section 2(g) 2.6(b) of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to an involuntary termination for reasons other than Cause (as defined in Section 7 below) or a resignation for Good Reason, Reason (as defined in Section 7 below), then all unvested Units shall immediately vest in full. (ii) If (b)If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes pursuant to Section 2.6(b) of the Plan, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control in accordance with Section 7.2 of the Plan. (c)In the event of a Corporate Transaction, Change of Control described in Section 2.6(c) of the Plan, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control. (iii) For purposes of this Section 4(b)(3), this Award will be considered assumed (3)Other Agreements or replaced under the circumstances specified Plans. Unvested Units shall also vest as provided in Section 12(b)(1) of the Plan. any separate employment (or similar) agreement or severance plan to which you are a party or a participant.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting
Dates Date specified
in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 8 of this Agreement. (a) Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on t
...he cover page of this Agreement, then the Units will vest in the amounts and full on the Scheduled Vesting Dates specified Date; provided, however, if, prior to the Scheduled Vesting Date, you complete your current term as a director in good standing and do not run for re-election by the shareholders to the Board for a subsequent term, this Award shall vest in full on the Scheduled Vesting Schedule. Date. (b) Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death, death or Disability, then all of the unvested Units shall vest as of such termination date. (2) Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) of the Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page 2 (3) Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, within 12 twelve (12) months after a Change of in Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring successor entity (or its parent entity) Parent) has continued, assumed or replaced this Award, you cease to be a your Service Provider due either to an involuntary termination for reasons other than Cause or a resignation for Good Reason, terminates, then all unvested Units shall immediately vest in full. full as of such termination date. (ii) If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then all unvested Units shall immediately vest in full upon immediately prior to the occurrence effective time of the Change in Control. Corporate Transaction. (iii) For purposes of this Section 4(b)(3), 4(b)(2), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting
Dates Date specified
in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.
(a) Scheduled Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 8 of this Agreement. (a)Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date s
...pecified on the cover page of this Agreement, then the Units will vest in the amounts and full on the Scheduled Vesting Dates specified Date; provided, however, if, prior to the Scheduled Vesting Date, you complete your current term as a director in good standing and do not run for re-election by the shareholders to the Board for a subsequent term, this Award shall vest in full on the Scheduled Vesting Schedule. (b) Accelerated Date. (b)Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances provided below: (1) Death. (1)Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death, death or Disability, then all of the unvested Units shall vest as of such termination date. (2) Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) of the Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such termination date. RSU Agreement (2020 Equity Incentive Plan) Page 2 (3) Change (2)Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (i) If, (i)If, within 12 months after a Change of in Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring successor entity (or its parent entity) Parent) has continued, assumed or replaced this Award, you cease to be a your Service Provider due either to an involuntary termination for reasons other than Cause or a resignation for Good Reason, terminates, then all unvested Units shall immediately vest in full. (ii) If full as of such termination date. (ii)If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction, then than all unvested Units shall immediately vest in full upon immediately prior to the occurrence effective time of the Change in Control. (iii) For Corporate Transaction. (iii)For purposes of this Section 4(b)(3), 4(b)(2), this Award will be considered assumed or replaced under the circumstances specified in Section 12(b)(1) of the Plan.
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