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, 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 greater of (A) the Target Award, or (B) 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.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's ’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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after December 31, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee's ’s execution of any the release of claims provided for in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee's ’s termination of employment, and all of the number of Market Restricted Stock Units that shall vest (on such date of termination. If such termination occurs prior to December 31, 2020, then on the "Pro Rata Amount") date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of whole months during the Performance Period that days of continuous service provided by the Grantee was employed by to the CompanyCompany between July 1, 2020 and the date of termination, and (B) the denominator of which is the number of months in the originally stated Performance Period, multiplied by (ii) the greater of (A) the Target Award, or (B) the number of Market 184. All Restricted 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 have not vested following such acceleration will be settled in Stock issued to forfeited and the Grantee as soon as practicable following the Vesting Dateshall have no further rights with respect to such Restricted Stock Units. For purposes of this Section 3.2Agreement, the terms "“Cause" ” and "“Good Reason" ” shall have the meanings set forth in the Employment Agreement, if applicable, or, with respect to “Cause” only, in the absence of an Employment Agreement, in the Plan. Any Restricted Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's ’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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after December 31, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee's ’s execution of any the release of claims provided for in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee's ’s termination of employment, and all of the number of Market Restricted Stock Units that shall vest (on such date of termination. If such termination occurs prior to December 31, 2020, then on the "Pro Rata Amount") date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of whole months during the Performance Period that days of continuous service provided by the Grantee was employed by to the CompanyCompany between August 24, 2020 and the date of termination, and (B) the denominator of which is the number of months in the originally stated Performance Period, multiplied by (ii) the greater lesser of (A) the Target Award, or (Bx) the number of Market days between the date the Grantee’s employment with the Company began and December 31, 2020, or (y) 130. All Restricted 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 have not vested following such acceleration will be settled in Stock issued to forfeited and 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 Agreementno further rights with respect to such Restricted Stock Units.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's ’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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after August 23, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee's ’s execution of any the release of claims provided for in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee's ’s termination of employment, and all of the number of Market Restricted Stock Units that shall vest (on such date of termination. If such termination occurs prior to August 23, 2020, then on the "Pro Rata Amount") date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of whole months during the Performance Period that days of continuous service provided by the Grantee was employed by to the CompanyCompany between April 20, 2020 and the date of termination, and (B) the denominator of which is the number of months in the originally stated Performance Period, multiplied by (ii) the greater lesser of (A) the Target Award, or (Bx) the number of Market days between the date the Grantee’s employment with the Company began and August 23, 2020, or (y) 126. All Restricted 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 have not vested following such acceleration will be settled in Stock issued to forfeited and 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 Agreementno further rights with respect to such Restricted Stock Units.