(a) The RSUs are subject to time-based vesting conditions (which must be satisfied before the applicable portion of the Award is considered earned and payable) as follows: the Award shall vest with respect to 10% of the number of RSUs subject to the Award (rounded to the nearest whole share) on July 14, 2017 and on each six-month anniversary of July 14, 2017 (unless such date is a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day), subject to the Key Person’s continued Service through the applicable vesting date (the “ Vesting Period ”).