Upon your death prior to a separation from service or following a Qualified Retirement, all of your unvested RSUs will immediately vest and, together with any related RSU dividend equivalents accrued but not yet paid, will be paid within 30 days after the date of your death.

Service Condition and Forfeiture. In order for any Shares hereunder to become Eligible Shares and to vest, Participant must have continuously satisfied the Service Condition through the applicable Achievement Date, and continue to satisfy the Service Condition through the Vesting Date or experience an Acceleration Event after the Achievement Date but before the Vesting Date. Except with respect to any Eligible Shares that may vest on an Acceleration Event in accordance with the prior sentence, on the Expiration Date, any outstanding Shares subject to this Award that have not vested immediately will be forfeited and returned to the Company, and Participant will have no further rights with respect to such Shares.

(vi) “Unvested RSUs” means, on a given date, the number of RSUs that remain unvested.

No claim or entitlement to compensation or damages arises from # the forfeiture of RSUs resulting from termination of your employment with the Company or any of its subsidiaries or affiliates, including the Employer (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any), and/or # the forfeiture of RSUs or recoupment of any shares of Common Stock, cash, or other benefits acquired upon settlement of the RSUs resulting from the application of any Recoupment Policy (defined below);

In the event Participant incurs a Termination of Service prior to the Vesting Date, except as may be otherwise provided herein or by the Administrator or as set forth in a written agreement between Participant and the Company, Participant shall immediately forfeit any and all then-unvested RSUs granted under this Agreement, and Participant’s rights in any such then-unvested RSUs shall lapse and expire.

Except upon occurrence of the events set forth in Paragraphs 2 hereof, or as otherwise provided pursuant to Paragraph 5 hereof, or as otherwise provided by the Committee, upon termination of the Grantee’s service with the Company prior to vesting of Beneficial Ownership in all of the Restricted Stock, and notwithstanding the provisions of Paragraph 2 hereof, Beneficial Ownership of the remaining unvested Restricted Stock shall not vest in the Grantee and all such unvested Restricted Stock shall immediately thereupon be forfeited by the Grantee to the Company (a “Forfeiture”) without any consideration therefor.

accordance with [subsections (a) through (c)] above, all unvested RSUs and associated dividend equivalents shall, upon such termination, be forfeited.

thirty (30) days following the date of any such Vesting Event, issue or cause there to be transferred to the Participant a number of Shares equal to the number of RSUs that vested by reason of such Vesting Event; provided, however, that, if the Participant’s service as a director of the Company terminates for any reason other than as a result of the Participant’s voluntary resignation (a “Qualifying Termination”), then the Return-based RSUs granted hereunder shall vest if a Shareholder Return Vesting Event occurs within one year following the date of such Qualifying Termination. If there is a Change in Control of the Company at any time during Participant’s service as a director of the Company or within one year following the date of any Qualifying Termination, then any unvested Time-based RSUs shall vest on the date of such Change in Control. Upon the earlier of # the date of a Final Cypress Exit, # the termination of Participant’s service as a director of the Company for any reason other than due to a Qualifying Termination or # the first anniversary of the Participant’s Qualifying Termination, all Return-based RSUs that did not become vested on or prior to such date shall immediately terminate and be forfeited without consideration and no Shares in respect of such unvested Return-based RSUs shall be delivered hereunder. Upon the earlier of # the termination of Participant’s service as a director of the Company for any reason other than due to a Qualifying Termination or # the first anniversary of the Participant’s Qualifying Termination, all Time-based RSUs that did not become vested on or prior to such date shall immediately terminate and be forfeited without consideration and no Shares in respect of such unvested Time-based RSUs shall be delivered hereunder. Notwithstanding anything to the contrary, all RSUs that did not become vested on or prior to October 18, 2020, shall immediately terminate and be forfeited upon such date without consideration and no Shares shall be delivered hereunder with respect to such unvested RSUs.

If the Participant’s service with the Company as a Director is terminated as a result of Participant’s death, all previously unvested Shares subject to this Award as of the date of Participant’s termination of service immediately will become vested and no longer subject to any risk of forfeiture.

Forfeiture Situation. Except as provided in Paragraph 7 below, the RSUs that would otherwise vest in whole or in part on the applicable Vesting Date will not vest and will be immediately forfeited if, prior to the applicable Vesting Date, your employment with the Company ends or is terminated, whether on a voluntary basis or for any other reason (a “Forfeiture Situation”). Upon the occurrence of a Forfeiture Situation, you shall have no further rights with respect to such RSUs or the underlying Shares.