Common use of Termination without Cause or for Good Reason (With a Change in Control) Clause in Contracts

Termination without Cause or for Good Reason (With a Change in Control). In addition to the Accrued Obligations, if, within the period beginning on the date of a Change in Control (as defined below) and ending on the two-year anniversary of such date (the “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, subject to satisfaction of the release and other requirements set forth in Section 5(b), Executive will be entitled to: (1) the same severance entitlements described in Section 4(b)(i), except that the amount payable under Section 4(b)(i)(2) will be equal to Executive’s Annual Target Bonus Opportunity (without proration), rather than a prorated bonus based on actual performance over the performance period; (2) full vesting of any unvested portion of any outstanding time-based restricted stock units held by Executive as of the Date of Termination; (3) pro rata vesting based on Executive’s time of service to the Company during the applicable performance period of any PBRSUs underlying any outstanding award agreement on the later of (1) the Date of Termination, and (2) the date that achievement of the applicable financial performance criteria under such PBRSU award is determined by the Committee.

Termination without Cause or for Good Reason (With a Change in Control). In addition to the Accrued Obligations, if, within the period beginning on the date of a Change in Control (as defined below) and ending on the two2-year anniversary of such date (the “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, subject to satisfaction of the release and other requirements set forth in Section 5(b), Executive will be entitled to: (1) the same severance entitlements described in Section 4(b)(i), except that the amount payable under Section 4(b)(i)(2) will be equal to Executive’s Annual Target Bonus Opportunity (without proration), rather than a prorated bonus based on actual performance over the performance period; (2) full vesting of any unvested portion of any outstanding time-based restricted stock units held by Executive as of the Date of Termination; (3) pro rata vesting based on Executive’s time of service to the Company during the applicable performance period of any PBRSUs performance-based restricted stock units (“PBRSUs”) underlying any outstanding award agreement on the later of (1) the Date of Termination, and (2) the date that achievement of the applicable financial performance criteria under such PBRSU award is determined by the Committee.