Common use of Certain Involuntary Terminations Clause in Contracts

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 you shall vest in a Pro Rata Number of RSUs on the first Scheduled Vesting Date immediately following your Date of Termination. For purposes of this Agreement, a “Pro Rata Number of RSUs” means the number of RSUs equal to the result, rounded to the nearest whole number, of (I)(x) the total number of RSUs that were granted to you hereunder, 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 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 Date 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 RSUs that are unvested as of the Date of Termination that are not eligible to vest as part of the Pro Rata Number of RSUs, 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 you shall vest in then, a Pro Rata Number of RSUs 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 first Scheduled Vesting Certification Date immediately following your 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 TerminationPSUs (and not the Target Number of PSUs) as a base. For purposes of this Agreement, a “Pro Rata Number of RSUsPSUs” means the number of RSUs PSUs equal to the result, rounded to the nearest whole number, of (I)(xX) the total number Target Number of RSUs that were granted to you hereunderPSUs, 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 Date immediately following your Date of TerminationDate, 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 RSUs 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 RSUsPSUs, if any, shall immediately be forfeited for no consideration as of the Date of Termination.