failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests your cooperation; (viii) failure to follow the Company’s code of conduct or ethics policy; and (ix) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide you with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, you shall first be provided a 15-day cure period. If, subsequent to your termination of employment for any reason other than by the Company for Cause, it is determined in good faith by the Chief Executive Officer of the Company that your employment could have been terminated by the Company for Cause, your employment shall, at the election of the Chief Executive Officer of the Company at any time up to two years after your termination of employment but in no event more than six months after the Chief Executive Officer of the Company learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.
“Employment Agreement” means any individual employment agreement between you and the Company or any of its Subsidiaries.
“End Date” has the meaning given to such term in Section 3(a).
“Performance Goal” means the goal set forth on Exhibit A attached hereto.
“Section 409A” means Section 409A of the Code, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.
“Settlement Date” means the tenth day following the Vesting Date.
“Vesting Date” means the date, if any, on which the RSUs vest pursuant to Section 3.
SECTION 3. Vesting and Settlement.
(a) Vesting Requirements. Except as otherwise provided in this Award Agreement, you shall vest in the RSUs upon the later to occur of (i) achievement of the Performance Goal and (ii) the third anniversary of the Grant Date, subject to your continued employment with the Company through the date of such later occurrence. All RSUs that have not previously vested (and that do not vest as of your termination of employment pursuant to Section 3(b)) shall be immediately forfeited upon the earlier to occur of your termination of employment with the Company (or, if later, the date that such RSUs cease to be eligible to vest pursuant to Section 3(b)) and the fifth anniversary of the Grant Date (such anniversary, the “End Date”).
(b) Special Terminations of Employment. Notwithstanding anything to the contrary in this Award Agreement or the Plan to the contrary:
(i) if your employment terminates prior to the vesting of the RSUs by reason of your death, all outstanding RSUs shall be deemed earned and shall vest in full immediately; and