Common use of Certain Involuntary Terminations Clause in Contracts

Certain Involuntary Terminations. If, prior to the Scheduled Vesting Date, your Employment is terminated (A) by the Corporation Group other than for Cause or (B) by you for Good Reason, then, a Pro Rata Number of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) on the Certification Date in accordance with Section 2(a), based upon actual achievement relative to the Performance Goals during the Performance Period using the Pro Rata Number of PSUs (and not the Target Number of PSUs) as a base. For purposes of this Agreement, a “Pro Rata Number of PSUs” means the number of PSUs equal to the result, rounded to the nearest whole number, of (X) the Target Number of PSUs, multiplied by (Y) a fraction, the numerator of which is the number of days that elapsed from the Vesting Commencement Date through and including the Date of Termination and the denominator of which is the total number of days in the period commencing on the Vesting Commencement Date and ending on (and including) the Scheduled Vesting Date. Notwithstanding this Section 2(c)(iii), you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the Scheduled Vesting Date, the Corporation determines in its sole discretion that applying this Section 2(c)(iii) in a particular case (or cases) is not advisable or appropriate or consistent with the intent of this Section 2(c)(iii). The portion of the PSUs that are unvested as of the Date of Termination and that are not eligible to vest as part of the Pro Rata Number of PSUs, if any, shall immediately be forfeited for no consideration as of the Date of Termination.

Certain Involuntary Terminations. If, prior to the Scheduled Vesting Date, If your Employment is terminated (Ai) by the Corporation Group other than for Cause or (Bii) by you for Good Reason, then, then (A) you shall vest in a Pro Rata Number Portion of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) Option on the Certification first Scheduled Vesting Date immediately following your Date of Termination and (B) any portion of the Option that has vested as of the Date of Termination (or that becomes vested after the Date of Termination in accordance with this Section 2(a3(d)(i), based upon actual achievement relative to ) and that has not been exercised shall terminate in full on the Performance Goals during earlier of (1) the Performance Period using date that is six months after the Pro Rata Number later of PSUs (x) the Scheduled Vesting Date on which such portion of the Option vested and not (y) the Target Number Date of PSUsTermination and (2) as a basethe Expiration Date. For purposes of this Agreement, a “Pro Rata Number Portion of PSUsthe Option” means a portion of the Option with respect to the number of PSUs shares of Common Stock equal to the result, rounded to the nearest whole number, of (XI)(x) the Target Number total number of PSUsshares of Common Stock subject to the Option granted to you hereunder, multiplied by (Yy) a fraction, the numerator of which is the number of days that elapsed from the Vesting Commencement Date through and including the Date of Termination and the denominator of which is the total number of days in the period commencing on the Vesting Commencement Date and ending on (and including) the final Scheduled Vesting Date, minus (II) the number of shares of Common Stock subject to the portion of the Option that vested prior to the Date of Termination (if any). Notwithstanding this Section 2(c)(iii3(d)(i), you will be treated as having terminated Employment pursuant to Section 2(b3(a) hereof (Termination of Employment – General) if, at any time prior to the first Scheduled Vesting DateDate immediately following your Date of Termination, the Corporation determines in its sole discretion that applying this Section 2(c)(iii3(d)(i) in a particular case (or cases) is not advisable or appropriate or consistent with the intent of this Section 2(c)(iii3(d)(i). The portion of the PSUs Option that are is unvested as of the Date of Termination and that are is not eligible to vest as part of the Pro Rata Number Portion of PSUsthe Option, if any, shall immediately be forfeited for no consideration as of the Date of Termination.

Certain Involuntary Terminations. If, prior to the final Scheduled Vesting Date, your Employment is terminated (A) by the Corporation Group other than for Cause or (B) by you for Good Reason, then, then you shall vest in a Pro Rata Number of PSUs shall remain outstanding and you shall be eligible to become vested in a number of PSUs (which may be more or less than the Pro Rata Number of PSUs) RSUs on the Certification first Scheduled Vesting Date in accordance with Section 2(a), based upon actual achievement relative to the Performance Goals during the Performance Period using the Pro Rata Number immediately following your Date of PSUs (and not the Target Number of PSUs) as a baseTermination. For purposes of this Agreement, a “Pro Rata Number of PSUsRSUs” means the number of PSUs RSUs equal to the result, rounded to the nearest whole number, of (XI)(x) the Target Number total number of PSUsRSUs that were granted to you hereunder, multiplied by (Yy) a fraction, the numerator of which is the number of days that elapsed from the Vesting Commencement Date through and including the Date of Termination and the denominator of which is the total number of days in the period commencing on the Vesting Commencement Date and ending on (and including) the final Scheduled Vesting Date, minus (II) the number of RSUs granted to you hereunder that vested prior to the Date of Termination (if any). Notwithstanding this Section 2(c)(iii), you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the first Scheduled Vesting DateDate immediately following your Date of Termination, the Corporation determines in its sole discretion that applying this Section 2(c)(iii) in a particular case (or cases) is not advisable or appropriate or consistent with the intent of this Section 2(c)(iii). The portion of the PSUs RSUs that are unvested as of the Date of Termination and that are not eligible to vest as part of the Pro Rata Number of PSUsRSUs, if any, shall immediately be forfeited for no consideration as of the Date of Termination.