Common use of Termination with Good Reason or for Reasons Other Than Cause Clause in Contracts

Termination with Good Reason or for Reasons Other Than Cause. If during the Performance Period, Participant’s employment is terminated by Rosetta other than for Cause, or by Participant for Good Reason (“Cause” and/or “Good Reason” as defined in the Plan), the Participant will be vested in any then-unvested grant of Performance Share Units by dividing (a) the days worked since the effective date of that grant through the employment termination date, by (b) the total number of days in that grant’s full performance period, and then multiplying that fractional result by the number of Performance Share Units originally granted. Shares in settlement of that prorated number of vested Performance Share Units will be delivered as soon as administratively feasible after the end of the Performance Period, and will be multiplied by the vesting percentage (0-200%) that is approved by the Committee after considering the performance metrics and mitigating factors associated with that grant for the entire performance period. The Participant shall receive the vested shares only after executing and not revoking a waiver and release agreement in a form satisfactory to Rosetta (an “Effective Release”) and continuing to comply with its terms.