3 outstanding following such termination and shall be eligible to vest as to the entire award, without any service-based proration applied thereto, and shall vest to the extent the applicable performance goals are actually attained over the full performance period in accordance with the applicable award agreement, and subsequently settle following such performance period in accordance with the timing and other requirements set forth in such award agreement (but no later than March 15th of the year next following the year in which such performance period ends), subject to any required delay as provided in Section 1(d)(iv) of the Standard Terms and Conditions (as applicable), or (II) in the event such resignation occurs after the grant date of the 2024 Annual PSU Award and on or before the fourth anniversary of the Effective Date, remain outstanding following such termination and eligible to vest as to a portion of the award determined
by multiplying the number of PSUs earned based on actual attainment of the applicable performance goals over the full performance period by a fraction, the numerator of which is the number of full calendar quarters elapsed (inclusive of the calendar quarter in which the award is granted, but, for clarity, in no event greater than the number of full calendar quarters comprising the performance period) during the applicable performance period through and including the applicable date of termination and the denominator of which is twelve (i.e., actual performance vesting pro-rated based on a quarterly time-vest schedule over the performance period), and subsequently settle following such performance period in accordance with the timing and other requirements set forth in such award agreement (but in no event later than March 15th of the year next following the year in which such performance period ends), subject to any required delay as provided in Section 1(d)(iv)
of the Standard Terms and Conditions (as applicable) (e.g., if the 2024 Annual PSU Award is granted with a target payout of 180 PSUs that are eligible to vest over a three-year performance period commencing 1 year prior to the date of termination and target performance was attained over the full performance period, then at the end of the performance period, the Executive would earn 60 PSUs (180 PSUs * 4/12), which would be settled in accordance with the timing and other requirements under the applicable award agreement but no later than March 15th of the year next-following the end of the performance period, subject to any required delay as provided in Section 1(d)(iv) of the Standard Terms and Conditions (as applicable)), and (B) with respect to the Initial Equity Award only, that such award shall vest, for the purposes of this provision, to the extent the award would have vested had the award vested quarterly pro rata (in equal installments) over its vesting
period (that is, beginning on the Effective Date and vesting every third month on the same day of the month as the Effective Date, or the last day of the month if there is no corresponding day in such month), and subsequently settle to the extent vested based on the foregoing proration under this subsection B within 60 days following Executive’s resignation, subject to any required delay as provided in Section 1(d)(iv) of the Standard Terms and Conditions. Further, if any Change in Control (as defined in the Incentive Plan) occurs and any of the 2024 Annual PSU Award and/or Initial Equity Award (or portion thereof) remains outstanding as of immediately prior to such Change in Control and would not be (1) assumed or continued by the surviving, continuing, successor, or purchasing entity or parent thereof in such Change in Control on (x) economic terms that are the same as or more favorable than (on a per-award basis) the economic terms conferred by such award
as in effect as of immediately prior to the Change in Control and (y) vesting terms that are the same as or more favorable than (on a per-award basis) the vesting terms conferred by such award as in effect as of immediately prior to the Change in Control, or (2) converted or substituted by such entity or parent thereof in such Change in Control on (x) economic terms that are, in the aggregate, the same as or more favorable than (on a per-award basis) the economic terms conferred by such award as in effect as of immediately prior to the Change in Control and (y) vesting terms that are, in the aggregate, the same as or more favorable than (on a per-award basis) the vesting terms conferred by such award as in effect as of immediately prior to the Change in Control, then, in any case, as of immediately prior to the Change in Control, any such award (or portion thereof, as applicable) not so assumed, continued, converted, or substituted (as