Common use of Effect of Termination of Continuous Service Clause in Contracts

Effect of Termination of Continuous Service. (a) Subject to Sections 4(b) and (c), upon the Participant’s termination of Continuous Service for any reason prior to the Vesting Date, the RSUs granted under this Agreement shall be immediately forfeited and cancelled. (b) Notwithstanding Sections 1(b) or 4(a), upon the date of a termination of Continuous Service by (i) the Company other than for Cause or (ii) the Participant on account of Good Reason, death, or Disability, the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) shall be vested in a ProRata Number of RSUs, and any unvested RSUs shall be immediately forfeited and canceled. The Company shall issue to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) one (1) share of Stock free and clear of any restrictions for each RSU that vests pursuant to this Section 4(b) within ten (10) days following the date of termination of Continuous Service. (c) A “ProRata Number of RSUs” means a number of RSUs equal to the number of RSUs granted under this Agreement subject to Section 4(b), multiplied by a fraction, the numerator of which is the number of fully completed months that have elapsed during the period commencing on the Grant Date and ending on the date of termination of Continuous Service, and the denominator of which is 36. (d) The determination of whether the Participant’s Continuous Service is terminated by the Company other than for Cause shall be made by the Committee, in its sole discretion. (e) For the purposes of Section 4, the following terms shall have the following meanings:

Effect of Termination of Continuous Service. (a) Subject to Sections 4(b), (c) and (cd), upon the Participant’s termination of Continuous Service for any reason prior to the Vesting Datereason, the unvested portion of the RSUs granted under evidenced by this Agreement shall be immediately forfeited and cancelled. (b) Notwithstanding Sections Section 1(b) or 4(a), if, prior to a Vesting Date, the Participant’s Continuous Service is terminated by the Company for Cause, then the Participant shall forfeit any right to, and not be issued or receive, any shares of Stock under this Agreement. (c) Notwithstanding Section 1(b) or 4(a), upon the date of a termination of Continuous Service by the Participant on account of death, the Participant’s designated beneficiary shall be fully vested in any RSUs that remain unvested as of such date. The Company shall issue the Participant’s designated beneficiary one (1) share of Stock free and clear of any restrictions for each RSU that vests pursuant to this Section 4(c) within ______ days following the date of the Participant’s death. (d) Notwithstanding Section 1(b) or 4(a), upon the date of a termination of Continuous Service by (i) the Company other than for Cause Cause, (ii) the Participant for Good Reason, or (iiiii) the Participant on account of Good Reason, death, or Disability, the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) shall be vested in a ProRata Pro-Rata Number of RSUsRSUs (inclusive of any RSUs that previously vested prior to such termination pursuant to Section 1(b) above), and any unvested RSUs shall be immediately forfeited and canceled. The Company shall issue to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) one (1) share of Stock free and clear of any restrictions for each RSU that vests pursuant to this Section 4(b4(d) (and that was not previously settled pursuant to Section 1(c) above) within ten (10) ______ days following the date of termination of Continuous Service. (c) A “ProRata Number of RSUs” means a number of RSUs equal to the number of RSUs granted under this Agreement subject to Section 4(b), multiplied by a fraction, the numerator of which is the number of fully completed months that have elapsed during the period commencing on the Grant Date and ending on the date of termination of Continuous Service, and the denominator of which is 36. (d) The determination of whether the Participant’s Continuous Service is terminated by the Company other than for Cause shall be made by the Committee, in its sole discretion. (e) For the purposes of Section 4, the following terms shall have the following meanings: