Common use of Treatment of Equity Awards Clause in Contracts

Treatment of Equity Awards. Notwithstanding anything contained in the Option Agreements to the contrary, the Company and Xxxxxxxx hereby agree as follows: (a) All stock options to purchase a share of Common Stock (each, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (b) Subject to Sections 8(c), 8(d), and 8(e), the 2018 Option Agreement shall remain in effect with respect to (i) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement (collectively, the "Retained Options"); and all remaining Options granted to Xxxxxxxx pursuant to the 2018 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (c) The Retained Options shall remain outstanding and eligible to vest pursuant to their respective terms during the period commencing on the Effective Date and ending on the first (1st) anniversary of the Effective Date (the "Retained Option Period"). (d) Any Retained Option that becomes vested in accordance with its terms during the Retained Option Period shall automatically terminate and be of no further force or effect as of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as of the end of the Retained Option Period. 9.

Treatment of Equity Awards. Notwithstanding anything contained in the Option Agreements to the contrary, the Company and Xxxxxxxx hereby agree as follows: (a) All stock The Executive currently holds outstanding options to purchase a share shares of Common Stock Company common stock (each, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (b) Subject to Sections 8(c“Options”), 8(drestricted stock units (“RSUs”) and performance stock units (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and 8(e), Restated Stock Incentive Plan (as may be amended from time to time) and the 2018 Option Agreement shall remain in effect with respect to (i) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement applicable award agreements issued thereunder (collectively, the "Retained Options"“Equity Documents”); . For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all remaining Options granted to Xxxxxxxx pursuant to the 2018 Option Agreement shall be automatically forfeited and cancelled without payment therefor that are vested as of the Effective Date. Separation Date will remain outstanding and exercisable until their original expiration date; (cii) The Retained all Options shall that are unvested as of the Separation Date will remain outstanding and eligible to vest pursuant following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year 2022 (i.e., a total of 134,254 RSUs) will accelerate and vest on the Separation Date, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year 2022 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 in accordance with their terms on their respective terms during the period commencing original settlement dates (and not on the Effective Date and ending on Separation Date). Notwithstanding the first foregoing, all outstanding Equity Awards (1stwhether vested or unvested) anniversary will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Effective Date (Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the "Retained Option Period"). (d) Any Retained Option that becomes vested Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its terms during the Retained Option Period shall automatically terminate and be of no further force or effect as of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as of the end of the Retained Option Period. 9terms.

Treatment of Equity Awards. Notwithstanding anything contained in the Option Agreements to the contrary, the Company and Xxxxxxxx hereby agree as follows: (a) All stock The Executive currently holds outstanding options to purchase a share shares of Common Stock Company common stock (each, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (b) Subject to Sections 8(c“Options”), 8(drestricted stock units-Time Vesting (“RSUs”) and restricted stock units-performance vesting (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) or the Aveanna Healthcare Holdings Inc. 2017 Amended and 8(e), Restated Stock Incentive Plan (as may be amended from time to time) and the 2018 Option Agreement shall remain in effect with respect to (i) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement applicable award agreements issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, DOCPROPERTY "Retained Options"); CUS_DocIDChunk0" ACTIVE 692491197v1 the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all remaining Options granted to Xxxxxxxx pursuant to the 2018 Option Agreement shall be automatically forfeited and cancelled without payment therefor that are vested as of the Effective Date. Separation Date will remain outstanding and exercisable until their original expiration date; (cii) The Retained all Options shall that are unvested as of the Separation Date will remain outstanding and eligible to vest pursuant following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their respective original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms during will be forfeited for no consideration at the period commencing end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar years 2021, 2022 and 2023 (i.e., a total of 186,676 RSUs) will continue to be eligible to vest in accordance with their terms, and all other remaining unvested RSUs will be forfeited for no consideration on the Effective Date Separation Date; and ending (iv) all of the PSUs granted to the Executive in calendar years 2022 and 2023 will forfeited for no consideration on the first Separation Date. Notwithstanding the foregoing, all outstanding Equity Awards (1stwhether vested or unvested) anniversary will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Effective Date (Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the "Retained Option Period"). (d) Any Retained Option that becomes vested Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its terms during the Retained Option Period shall automatically terminate and be of no further force or effect as of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as of the end of the Retained Option Period. 9terms.

Treatment of Equity Awards. Notwithstanding anything contained in the Option Agreements to the contrary, the Company and Xxxxxxxx hereby agree as follows: (a) All The Executive currently holds outstanding stock options to purchase a share of Common Stock (each, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (b) Subject to Sections 8(c“Options”), 8(d), restricted stock units (“RSUs”) and 8(e), the 2018 Option Agreement shall remain in effect with respect to performance stock units (i“PSUs”) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement (collectively, the "Retained “Equity Awards”) that were previously granted pursuant to the BHC 2014 Omnibus Incentive Plan (as may be amended from time to time), the Company’s 2022 Omnibus Incentive Plan (as may be amended from time to time) and the applicable award agreements in respect of the Equity Awards issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. Upon the Separation Date, provided that the Executive satisfies all of the Severance Conditions, the outstanding Equity Awards will receive the retirement termination treatment or, for the B+L Separation Program PSUs identified on Exhibit A, the termination without cause treatment, in each case, in accordance with the terms of the applicable Equity Documents and settled in accordance with the terms thereunder. Notwithstanding the foregoing and the terms of the applicable Equity Documents, the Bausch + Lomb Founder Grants issued in the form of RSUs to the Executive on May 5, 2022 (the “Founder RSUs”) and the Bausch + Lomb Founder Grants issued in the form of Options to the Executive on May 5, 2022 (the “Founder Options"”, together with the Founder RSUs, collectively, the “Founder Grants”) will be subject to the following treatment: (A) the Founder RSUs will become vested upon the later of the Separation Date and, if applicable, the Consulting Separation Date (as defined in Section 11 below), but the shares received upon settlement will be fully restricted shares and will be nontransferrable until the earliest to occur of (i) the Distribution Date, (ii) the date of a Change in Control, (iii) the date the Board determines that the Company will no longer pursue the Distribution (each as defined in that certain Master Separation Agreement by and between the Company and BHC, dated March 30, 2022), and (iv) the two (2)-year anniversary of the later of the Separation Date and, if applicable, the Consulting Separation Date (such applicable date determined pursuant to clauses (i)-(iv), the “Unrestricted Date”); and all remaining (B) the Founder Options granted to Xxxxxxxx pursuant to will vest and become exercisable upon the 2018 Option Agreement shall be automatically forfeited Unrestricted Date and cancelled without payment therefor as remain exercisable until the two (2)-year anniversary of the Effective Date. Unrestricted Date (c) The Retained or, if earlier, the applicable Founder Options’ expiration date); provided, that, in each case, notwithstanding the foregoing, the number of Founder RSUs that will vest and Founder Options shall that will remain outstanding and eligible to vest pursuant to their respective terms during the period commencing on the Effective Date and ending on the first (1stif any) anniversary of the Effective Date (the "Retained Option Period"). (d) Any Retained Option that becomes vested in accordance with its terms during the Retained Option Period shall automatically terminate and foregoing will be multiplied by a fraction, (x) the numerator of no further force or effect as which is the number of days from May 5, 2022 through the later of the date Separation Date and, if applicable, the Consulting Separation Date, and (y) the denominator of which is 1,095. The Parties hereby agree that is six (6) months following Exhibit A attached hereto sets forth an illustrative example of the date on total number of Equity Awards that would be vested and forfeited upon the Separation Date, except in respect of the Founder RSUs, which such Retained Option becomes vested. (e) Any Retained Option that does not become vested would vest upon the later of the Separation Date and, if applicable, the Consulting Separation Date, with the shares received upon settlement remaining fully restricted and non-transferrable until the Unrestricted Date, and in respect of the Founder Options, remain eligible to vest upon the Unrestricted Date, in each case, in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as foregoing terms, based on certain assumptions specified therein, including the assumption that the Executive satisfies all of the end of the Retained Option Period. 9Severance Conditions.

Treatment of Equity Awards. Notwithstanding anything contained in The Executive currently holds outstanding stock options (“Options”), restricted stock units (“RSUs”) and market-based restricted stock units (“MRSUs”, and with the Option Agreements to the contraryOptions and RSUs, collectively, the Company and Xxxxxxxx hereby agree as follows: (a“Equity Awards”) All stock options to purchase a share of Common Stock (each, an "Option") that were previously granted to Xxxxxxxx pursuant to Holdings’ 2013 Stock Plan, Holdings’ 2021 Equity Incentive Plan (as may be amended from time to time) and the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as applicable award agreements in respect of the Effective Date. (b) Subject to Sections 8(c), 8(d), and 8(e), the 2018 Option Agreement shall remain in effect with respect to (i) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement Equity Awards issued thereunder (collectively, the "Retained Options"“Equity Documents”); and . For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. Upon the Separation Date, provided that the Executive satisfies all remaining Options granted to Xxxxxxxx pursuant to the 2018 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. Severance Conditions, the outstanding Equity Awards will receive the termination without cause treatment, in each case, in accordance with the terms of the applicable Equity Documents and settled in accordance with the terms thereunder, including, as noted above, the Executive’s ability to exercise his vested Options for a period not to exceed the twelve (c) The Retained Options shall remain outstanding and eligible to vest pursuant to their respective terms during the period commencing on the Effective Date and ending on the first (1st) 12)-month anniversary of the Effective Date (the "Retained Option Period"). (d) Any Retained Option that becomes vested Separation Date, subject to earlier termination in accordance with its terms during the Retained Option Period shall automatically terminate Equity Documents (and be in on event beyond the original ten (10)-year expiration date of no further force or effect such Options). The Parties hereby agree that Exhibit A attached hereto sets forth the total number of Equity Awards that the Executive holds and are outstanding as of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited hereof and cancelled without payment therefor as an illustrative model of the end total number of Equity Awards that would be vested upon the Retained Option Period. 9.Separation Date and unvested and forfeited for no consideration upon the Separation Date, subject to the assumptions described in Exhibit A.

Treatment of Equity Awards. Notwithstanding anything contained Pursuant to the Merger Agreement, each outstanding unvested Juno stock option (“Option”), each outstanding award of Juno time-based restricted stock units (“RSUs”), and each outstanding award of Juno time-based restricted stock awards (“RSAs”), (i) if granted 12 months or more prior to the Effective Time, will become vested pursuant to their respective terms or, if greater, with respect to 25% of the total number of Shares subject to such award, (ii) if granted following the date of the Merger Agreement but prior to the Effective Time, will become vested pursuant to their respective terms or, if greater, with respect to 25% of the total number of Shares subject to such award (the “Pre-Closing Non-Performance Awards”), or (iii) if granted less than 12 months prior to the Effective Time (other than the Pre-Closing Non-Performance Awards), will become vested pursuant to their respective terms or, if greater, with respect to that number of Shares subject thereto, such that, following such vesting, the award will be unvested with respect to that number of Shares which would have become vested and resulted in the Option Agreements award being 100% vested had the holder of the award remained continuously employed for an additional 24 months following the Effective Time; provided, that, with respect to the contraryany awards referred to in subsections (i) and (iii) above, the Company and Xxxxxxxx hereby agree as follows: (a) All stock options to purchase a share of Common Stock (eachif, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the 24-month anniversary of the Effective DateTime, any portion of such awards remains unvested, such unvested portion will become immediately vested on such 24-month anniversary date, provided that the employee has remained employed through such 24-month anniversary date. (b) Subject All such awards that become vested or that are otherwise vested as of immediately prior to Sections 8(c), 8(d), the Offer Acceptance Time will be cancelled and 8(e), converted into the 2018 Option Agreement shall remain right to receive an amount in effect with respect cash equal to the product of (i) 26,250 Options that are eligible the number of Shares subject to vest pursuant to Section 3(a)(i) of the 2018 Option Agreementsuch vested award, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) the Merger Consideration (reduced by the applicable exercise price in the case of the 2018 Option Agreement (collectively, the "Retained Options"); and all remaining Options granted to Xxxxxxxx pursuant to the 2018 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (c) The Retained Options shall remain outstanding and eligible to vest pursuant to their respective terms during the period commencing on the Effective Date and ending on the first (1st) anniversary of the Effective Date (the "Retained Option Period"). (d) Any Retained Option that becomes vested in accordance with its terms during the Retained Option Period shall automatically terminate and be of no further force or effect as of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as of the end of the Retained Option Period. 9.

Treatment of Equity Awards. Notwithstanding anything contained in the Option Agreements to the contrary, the Company and Xxxxxxxx hereby agree as follows: (a) All The Executive currently holds outstanding stock options to purchase a share of Common Stock (each, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (b) Subject to Sections 8(c“Options”), 8(d), restricted stock units (“RSUs”) and 8(e), the 2018 Option Agreement shall remain in effect with respect to performance stock units (i“PSUs”) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement (collectively, the "Retained “Equity Awards”) that were previously granted pursuant to the BHC 2014 Omnibus Incentive Plan (as may be amended from time to time), the Company’s 2022 Omnibus Incentive Plan (as may be amended from time to time) and the applicable award agreements in respect of the Equity Awards issued thereunder (collectively, the “Equity Documents”). For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. Upon the Separation Date, provided that the Executive satisfies all of the Severance Conditions, the outstanding Equity Awards will receive the retirement termination treatment or, for the B+L Separation Program PSUs identified on Exhibit A, the termination without cause treatment, in each case, in accordance with the terms of the applicable Equity Documents and settled in accordance with the terms thereunder. Notwithstanding the foregoing and the terms of the applicable Equity Documents, the Bausch + Lomb Founder Grants issued in the form of RSUs to the Executive on May 5, 2022 (the “Founder RSUs”) and the Bausch + Lomb Founder Grants issued in the form of Options to the Executive on May 5, 2022 (the “Founder Options"”, together with the Founder RSUs, collectively, the “Founder Grants”) will be subject to the following treatment: (A) 315,592 Founder RSUs will become vested upon the Separation Date, but the shares received upon settlement will be fully restricted shares and will be nontransferrable until the earliest to occur of (i) the Distribution Date, (ii) the date of a Change in Control, (iii) the date the Board determines that the Company will no longer pursue the Distribution (each as defined in that certain Master Separation Agreement by and between the Company and BHC, dated March 30, 2022), and (iv) the two (2)-year anniversary of the Separation Date (such applicable date determined pursuant to clauses (i)-(iv), the “Unrestricted Date”); and all remaining (B) 1,248,496 Founder Options granted to Xxxxxxxx pursuant to will vest and become exercisable upon the 2018 Option Agreement shall be automatically forfeited Unrestricted Date and cancelled without payment therefor as remain exercisable until the two (2)-year anniversary of the Effective Unrestricted Date (or, if earlier, the applicable Founder Options’ expiration date). The Parties hereby agree that Exhibit A attached hereto sets forth an illustrative example of the total number of Equity Awards that would be vested and forfeited upon the Separation Date. (c) The Retained Options shall , with the shares received upon settlement on the Separation Date in respect of the Founder RSUs remaining fully restricted and non-transferrable until the Unrestricted Date, and in respect of the Founder Options, remain outstanding and eligible to vest pursuant to their respective terms during upon the period commencing on the Effective Date and ending on the first (1st) anniversary of the Effective Date (the "Retained Option Period"). (d) Any Retained Option that becomes vested Unrestricted Date, in each case, in accordance with its terms during the Retained Option Period shall automatically terminate and be of no further force or effect as foregoing terms, based on certain assumptions specified therein, including the assumption that the Executive satisfies all of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as of the end of the Retained Option Period. 9Severance Conditions.

Treatment of Equity Awards. Notwithstanding anything contained in the Option Agreements to the contrary, the Company and Xxxxxxxx hereby agree as follows: (a) All stock The Executive currently holds outstanding options to purchase a share shares of Common Stock Company common stock (each, an "Option") granted to Xxxxxxxx pursuant to the 2016 Option Agreement shall be automatically forfeited and cancelled without payment therefor as of the Effective Date. (b) Subject to Sections 8(c“Options”), 8(drestricted stock units (“RSUs”) and performance stock units (“PSUs” and, collectively with the Options and RSUs, the “Equity Awards”), in the amounts reflected in Exhibit A attached hereto, granted under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (as may be amended from time to time) and 8(e), the 2018 Option Agreement shall remain in effect with respect to (i) 26,250 Options that are eligible to vest pursuant to Section 3(a)(i) of the 2018 Option Agreement, and (ii) 26,250 Options that are eligible to vest pursuant to Section 3(a)(ii) of the 2018 Option Agreement applicable award agreements issued thereunder (collectively, the "Retained Options"“Equity Documents”); . For the avoidance of doubt, the outstanding Equity Awards will remain eligible to continue to vest in accordance with their terms through the Separation Date. The Parties hereby agree that the Equity Awards set forth in Exhibit A attached hereto reflect all of the equity and equity-based awards that the Executive currently holds in respect of the Company or any of its affiliates. Provided that the Executive satisfies the Severance Conditions, and notwithstanding the terms of the Equity Documents: (i) all remaining Options granted to Xxxxxxxx pursuant to the 2018 Option Agreement shall be automatically forfeited and cancelled without payment therefor that are vested as of the Effective Date. Separation Date will remain outstanding and exercisable until their original expiration date; (cii) The Retained all Options shall that are unvested as of the Separation Date will remain outstanding and eligible to vest pursuant following the Separation Date in accordance with their terms, and, to the extent such unvested Options become vested, they will remain exercisable until their original Option expiration date; provided, that, for the avoidance of doubt, any such Options that fail to vest in accordance with their terms will be forfeited for no consideration at the end of the relevant performance period; (iii) 50% of the RSUs granted to the Executive in calendar year 2022 (i.e., a total of 134,254 RSUs) will accelerate and vest on the Separation Date, and all other remaining unvested RSUs will be forfeited for no consideration on the Separation Date; and (iv) all of the PSUs granted to the Executive in calendar year 2022 will remain outstanding and eligible to vest, based on actual performance through the entire performance period, in accordance with their terms, and if earned, the PSUs will be settled in accordance DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 DocuSign Envelope ID: F8934D84-8F51-4DAD-B404-4CC929F03FA6 with their terms on their respective terms during the period commencing original settlement dates (and not on the Effective Date and ending on Separation Date). Notwithstanding the first foregoing, all outstanding Equity Awards (1stwhether vested or unvested) anniversary will be immediately forfeited for no consideration if the Executive engages in conduct that violates any restrictive covenant in respect of the Effective Date (Executive’s Continuing Obligations, or that would violate any restrictive covenant in respect of the "Retained Option Period"). (d) Any Retained Option that becomes vested Executive’s Continuing Obligations if the covenant or obligation had not expired in accordance with its terms during the Retained Option Period shall automatically terminate and be of no further force or effect as of the date that is six (6) months following the date on which such Retained Option becomes vested. (e) Any Retained Option that does not become vested in accordance with its terms during the Retained Option Period shall be automatically forfeited and cancelled without payment therefor as of the end of the Retained Option Period. 9terms.