Common use of Exceptions to Forfeiture on Termination of Employment Clause in Contracts

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date the Participant’s employment so terminates, and the denominator of which is equal to 1095. Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment employment, and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets Target for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: • If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or • If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (Aa) above, if, prior to the end of the Performance Service Period, and absent the occurrence of any Change in Control, the Participant’s employment with the Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, death or Permanent Disability or RetirementDisability) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment employment, and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, or by the Participant if mutually agreed to in writing by the Company with reference to this agreement Agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or RetirementSection, then the Participant will be eligible to earn shall vest in a number of Performance RSUs equal to the product obtained by multiplying (a) (i) if the termination date occurs prior to the determination of performance in accordance with Exhibit A hereto, the Target RSU Award, or (xii) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on determined in accordance with Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance PeriodA hereto, and (yb) a fraction, the numerator of which is equal to the number of days between (and including) that Participant is employed by the Grant Date and Company or its Subsidiaries during the date the Participant’s employment so terminates, Service Period and the denominator of which is equal 1096; or (3) due to 1095. Amounts payable under this provision the Participant’s death or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be paid at payable hereunder with respect to the time such payment would have been made if employment had not terminatedPerformance Period.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment employment, and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement Agreement and the amounts payable under this sectionSection, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1096 and the numerator of which is equal to: • If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or • If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets Target for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: • If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or • If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement Agreement and the amounts payable under this sectionSection, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets Target for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: • If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or • If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated., except in the case of death of Permanent Disability as described above. 096412-0004-13589-Active.24924595.302/06/2018

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: · If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or · If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment employment, and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets Revenue CAGR Achievement for the Performance Period is 100% as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: • If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or • If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs Restricted Shares shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs Restricted Shares equal to the product of (x) the total number of Performance RSUs Restricted Shares that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date the Participant’s employment so terminates, and the denominator of which is equal to 1095. Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated.

Exceptions to Forfeiture on Termination of Employment. Notwithstanding clause (A) above, if, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated: (1) voluntarily by the Participant (other than due to Good Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company for Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof; or (2) involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of (x) the total number of Performance RSUs that would have become vested and earned pursuant to Section 2(a)(ii) below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on Exhibit A), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and (y) a fraction, the denominator of which is equal to 1095 and the numerator of which is equal to: • If the Participant was employed by the Company or its Subsidiaries at the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) the Grant Date beginning of the Performance Period and the date of his or her termination of employment; or • If the Participant was hired by the Company or its Subsidiaries after the beginning of the Performance Period, the numerator shall be equal to the number of days between (and including) his or her hire date and the date of his or her termination of employment; or (3) due to the Participant’s employment so terminatesdeath or Permanent Disability, then the Target RSU Award shall immediately vest in full and be paid to the Participant as soon as practicable thereafter, and no additional amounts shall be payable hereunder with respect to the denominator of which is equal to 1095. Performance Period Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated, except in the case of death of Permanent Disability as described above.