Common use of Vesting Condition Clause in Contracts

Vesting Condition. The portion of the RSUs that have a Vesting Date after the end of a Severance Period and any Retained Dividend Equivalents and Retained Distributions related thereto shall be completely forfeited on the date of any such termination. If the Participant’s Employment is terminated prior to the satisfaction of the 162(m) Vesting Condition and the Committee later determines that the 162(m) Vesting Condition was not satisfied, then the RSUs and any Retained Dividend Equivalents and Retained Distributions related thereto shall be forfeited immediately upon such determination. For purposes of this Section 5, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Participant’s payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate; provided, that such leave of absence constitutes a bona fide leave of absence and not a Separation From Service under Treas. Reg. 1.409A-1(h)(1)(i). Notice of any such approved leave of absence should be sent to the Company at One Time Warner Center, New York, New York 10019, attention: Director, Global Stock Plans Administration, but such notice shall not be required for the leave of absence to be considered approved. Furthermore, if the Participant terminates Employment pursuant to Section 4.2 of the Employment Agreement (or for any comparable material breach of a successor employment agreement between the Participant and the Company or an Affiliate), it will be deemed a termination without Cause for purposes of this Section 5, regardless of whether it occurs prior to, upon or after the closing of the transactions contemplated by, or following the termination of, the Merger Agreement. In the event the Participant’s Employment with the Company or any of its Affiliates is terminated, the Participant shall have no claim against the Company with respect to the RSUs and related Retained Dividend Equivalents and Retained Distributions, if any, other than as set forth in this Section 5 (and, if applicable, Section 6), the provisions of this Section 5 (and, if applicable, Section 6) being the sole remedy of the Participant with respect thereto.