(a) 如果單位持有人在僱主處任職期間去世,基於以下條件,代表獎勵的按比例分配的單位將立即歸屬:(i) 在單位持有人去世之前結束的績效週期中分配給單位的績效目標的實際達到情況,以及 (ii) 在單位持有人去世的績效週期中分配給單位的績效目標的目標達到情況,以上情況均乘以以下定義的比例因數。尚未開始的績效週期中分配的單位將被取消,無需進一步的行動或通知。在應用本節4(a)後獲得的單位,如有,將盡快以普通股形式交付,但不得超過去世日期後的90天,交付給單位持有人在受益人表格上指定的個人。如果沒有有效的受益人表格,則上述句子交付的普通股將發給通過遺囑或繼承法渠道獲得單位持有人權利的個人。
(c) For purposes of Section 4(a) and (b) above, the Pro-Ration Factor for each Performance Cycle shall be determined as follows: (i) the Pro-Ration Factor for the Units, if any, allocated to Performance Cycle that ended prior to the Unit holder’s termination of employment shall equal 100%, and (ii) the Pro-Ration Factor for the Units allocated to the Performance Cycle in which the Unit holder’s employment terminates shall equal a fraction (x) the numerator of which is the number of days during the period that commences on (and includes) the first day of the Performance Cycle and ends on (and includes) the date of termination of employment, and (y) the denominator of which is the number of days in the Performance Cycle.
(d) If the Unit holder terminates employment after having met any of the requirements set forth below, and the Units were granted at least six months prior to the termination date, the Unit holder shall be entitled to a prorated distribution, based on the number of days the Unit holder was employed during the period commencing on (and including) the first day of the first Performance Cycle and ending on (and including) the last day of the third Performance Cycle, and based on the extent to which the Performance Goals were achieved for each of the three Performance Cycles (and payable at the time set forth in Section 1(b) above):
(i) the Unit holder has attained age 55 with 10 continuous years of service to the Employer from the most recent hire date with the Employer; or
(ii) the Unit holder has attained age 60.
If the Units were granted less than six months prior to termination, such Units shall be forfeited as of the date of termination with no rights to a prorated distribution at settlement.
(e) Notwithstanding subparagraphs (a), (b) and (d) of this section, a Unit holder shall immediately forfeit any unvested and unsettled Units represented by this Award and any shares of Common Stock or proceeds from the sale of such shares of Common Stock, and the post-separation proration of Units and settlement rights