Common use of Termination by the Company without Cause or by the Grantee for Good Reason Clause in Contracts

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the Vesting Date shall be the effective date of Grantee's termination of employment, and the number of Market Stock Units that shall vest (the "Pro Rata Amount") shall be the product of (i) a fraction, the numerator of which is the number of whole months during the Performance Period that the Grantee was employed by the Company, and the denominator of which is the number of months in the originally stated Performance Period, multiplied by (ii) the number of Market Stock Units that would vest pursuant to Exhibit A if the Performance Goals that had been achieved as of the Vesting Date were in fact achieved on the End Date of the Performance Period, as further described on Exhibit A. The Pro Rata Amount of Market Stock Units shall be settled in Stock issued to the Grantee as soon as practicable following the Vesting Date. For purposes of this Section 3.2, the terms "Cause" and "Good Reason" shall have the meanings set forth in the Employment Agreement, or in the absence of an Employment Agreement, the term "Cause" shall have the meaning given to it in the Plan, and the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the Vesting number of Restricted Stock Units that will vest on the Date of Termination shall be the effective date of Grantee's termination of employment, and the number of Market Stock Units that shall vest (the "Pro Rata Amount") shall be the product excess of (ix) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of whole full months since the Grant Date during the Performance Period that the which Grantee was employed by the Company, Company and the denominator of which is the number of months in the originally stated Performance Period36, multiplied by over (iiy) the number of Market Restricted Stock Units that would vest pursuant to Exhibit A if have previously vested in accordance with Section 2, and the Performance Goals that had been achieved as of Company shall issue the Vesting Date were in fact achieved on the End Date of the Performance Period, as further described on Exhibit A. The Pro Rata Amount of Market Stock underlying such vested Restricted Stock Units shall be settled in Stock issued to the Grantee as soon as practicable following on or about the Vesting DateDate of Termination. For purposes of this Section 3.2, the terms "CauseGood Reason" and "Good ReasonCause" shall have the meanings set forth in the Employment Agreement, or in the absence of an Employment Agreement, the term "Cause" shall have the meaning given to it in the Plan, and the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the Vesting number of Restricted Stock Units that will vest on the Date of Termination shall be the effective date of Grantee's termination of employment, and the number of Market Stock Units that shall vest (the "Pro Rata Amount") shall be the product excess of (ix) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of whole full months since the Grant Date during the Performance Period that the which Grantee was employed by the Company, Company and the denominator of which is the number of months in the originally stated Performance Period36, multiplied by over (iiy) the number of Market Restricted Stock Units that would vest pursuant to Exhibit A if have previously vested in accordance with Section 2, and the Performance Goals that had been achieved as of Company shall issue the Vesting Date were in fact achieved on the End Date of the Performance Period, as further described on Exhibit A. The Pro Rata Amount of Market Stock underlying such vested Restricted Stock Units shall be settled in Stock issued to the Grantee as soon as practicable following on or about the Vesting DateDate of Termination. For purposes of this Section 3.2, the terms "CauseGood Reason" and "Good ReasonCause" shall have the meanings set forth in the Employment Agreement, or in the absence of an Employment Agreement, the term "Cause" shall have mean (i) a felony conviction of Grantee or the meaning given failure of Grantee to it in contest prosecution for a felony, or (ii) Grantee's willful misconduct or dishonesty, which is directly and materially harmful to the Planbusiness or reputation of the Company or any of its affiliates, and the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (ai) is involuntarily terminated by the Company for any reason other than termination for Cause, or (bii) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the Vesting Date number of shares subject to this Option that will become exercisable on the date of termination shall be the effective date of Grantee's termination of employment, and the number of Market Stock Units that shall vest (the "Pro Rata Amount") shall be the product excess of (ix) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of whole full months since the Grant Date during the Performance Period that the which Grantee was employed by the Company, Company and the denominator of which is the number of months in the originally stated Performance Period36, multiplied by over (iiy) the number of Market Stock Units shares subject to this Option that would vest pursuant have previously become exercisable in accordance with Section 3. All shares subject to Exhibit A if the Performance Goals this Option granted hereunder that had been achieved as of the Vesting Date were in fact achieved on the End Date of the Performance Period, as further described on Exhibit A. The Pro Rata Amount of Market Stock Units shall are exercisable may be settled in Stock issued to exercised by the Grantee as soon as practicable following for a period of three months from the Vesting Date. For purposes date of such termination of employment or until the expiration of this Section 3.2Option's term, whichever period is the terms "Cause" and "Good Reason" shall have the meanings set forth in the Employment Agreement, or in shorter. In the absence of an Employment Agreement, the term "Cause" shall have the meaning given to it in the Plan, and the term "Good Reason" shall mean (iA) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (iiB) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.