Vesting Requirements. (a)Vesting of Award. Subject to Section 3(c) hereof, the Restricted Stock Units shall vest in three equal annual installments of 33-1/3% of the number of Restricted Stock Units on each of the first three anniversaries of the Date of Grant thereof, subject to the Participant's continued employment with the Company or any of its Subsidiaries on each such vesting date, and shall be payable in accordance with Section 5 hereof; provided, however, that if any such anniversary is not a date on which... the Company's Common Stock is traded on NASDAQ, then the vesting date shall be the next trading day immediately following such day on which the Company's Common Stock is traded on NASDAQ; and provided further, however, that if the Chief Financial Officer of the Company should determine that any such anniversary falls within a period during which the Participant is prohibited from trading the Company's Common Stock under the Company's Stock Trading Policy, the Chief Financial Officer shall so advise the Participant in writing and the vesting date shall be the date as of which the Chief Financial Officer has determined that such period has ended. (b)Full Accelerated Vesting. Notwithstanding the provisions of Section 3(a) hereof, upon (i) the Participant's termination of employment as a result of the Participant's death or Disability, or (ii) the occurrence of a Change in Control of the Company while the Participant is employed by the Company or a Subsidiary, all of the Restricted Stock Units shall become fully and immediately vested, and shall be payable in accordance with Section 5 hereof, to the extent that they have not previously been forfeited in accordance with Section 4 hereof. (c)Fractional Units. In the event that the calculation of the three equal installments of Restricted Stock Units pursuant to Section 3(a) hereof would result in a number of Restricted Stock Units that includes a fractional Restricted Stock Unit, the fractional Restricted Stock Unit shall not vest until and unless the third installment of Restricted Stock Units vests.View More
