Common use of Termination of Service without Cause or for Good Reason Clause in Contracts

Termination of Service without Cause or for Good Reason. Upon the occurrence of a termination of Participant’s Service (i) by the Company without Cause or (ii) if Participant is a party to an employment agreement or offer letter with the Company that includes the concept, by Participant for “good reason,” “constructive termination” or like term (as such term is defined in, and determined pursuant to, Participant’s employment agreement or offer letter with the Company), a pro rata portion of the unvested and outstanding Restricted Stock Units will constitute Eligible Units, determined by multiplying the number of Restricted Stock Units by a fraction, the numerator of which is the number of days that Participant provided Services to the Company following the Effective Date and the denominator of which is the total number of days from the Effective Date through the Vesting Eligibility Date; provided that, if a Qualified Liquidity Event occurs within six months following the Participant’s termination of Service by the Company without Cause or by the Participant for “good reason,” “constructive termination” or like term (if applicable), all unvested and outstanding Restricted Stock Units will constitute Eligible Units.