Common use of Termination Without Cause; Resignation for Good Reason Clause in Contracts

Termination Without Cause; Resignation for Good Reason. In the event of a termination of the Participant’s employment by the Company or other employing Affiliate without Cause, as a result of the Company’s failure to renew the term of the Employment Agreement (as defined below) or by the Participant for Good Reason (each, a “Qualifying Termination”), then (i) the Performance Period shall be deemed to have ended as of the date of such Qualifying Termination, (ii) a Pro-Rata Portion of the PRSUs shall become vested in accordance with the performance criteria set forth on Exhibit A based on actual performance through the date of such Qualifying Termination, and (iii) subject to the Participant’s execution and non-revocation, if applicable, of a general release of claims in favor of the Company within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants, the PRSUs, if any, that become vested shall be settled in accordance with Section 4 within sixty (60) days following the date of such Qualifying Termination. For purposes of this Section 3(c), “Pro-Rata Portion” shall mean a number of PRSUs equal to (x) a quotient, the numerator of which is the number of days the Participant was employed during the period beginning on the first day of the Performance Period and ending on the date on which the Participant’s employment terminated, and the denominator of which is the number of days in the Performance Period, multiplied by (y) the number of PRSUs that vest based upon the Performance Vesting Conditions, as determined by the Committee in accordance with this Section 3(c).

Termination Without Cause; Resignation for Good Reason. In the event of a termination of the Participant’s employment by the Company or other employing Affiliate without Cause, [as a result of the Company’s failure to renew the term of the Employment Agreement (as defined below) )] or by the Participant for Good Reason (each, a “Qualifying Termination”), then (i) the Performance Period shall be deemed to have ended as of the date of such Qualifying Termination, (ii) a Pro-Rata Portion of the PRSUs shall become vested in accordance with the performance criteria set forth on Exhibit A based on actual performance through the date of such Qualifying Termination, and (iii) subject to the Participant’s execution and non-revocation, if applicable, of a general release of claims in favor of the Company within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants, the PRSUs, if any, that become vested shall be settled in accordance with Section 4 within sixty (60) days following the date of such Qualifying Termination. For purposes of this Section 3(c), “Pro-Rata Portion” shall mean a number of PRSUs equal to (x) a quotient, the numerator of which is the number of days the Participant was employed during the period beginning on the first day of the Performance Period and ending on the date on which the Participant’s employment terminated, and the denominator of which is the number of days in the Performance Period, multiplied by (y) the number of PRSUs that vest based upon the Performance Vesting Conditions, as determined by the Committee in accordance with this Section 3(c).

Termination Without Cause; Resignation for Good Reason. In the event of a termination of the Participant’s employment Service by the Company or other employing an Affiliate without Cause, as a result of the Company’s failure to renew the term of the Employment Agreement (as defined below) Company without Cause or by the Participant for Good Reason (as defined in that certain employment agreement in effect as of the Grant Date, by and between the Participant and the Company or any Affiliate of the Company (the “Employment Agreement”)) (each, a “Qualifying Termination”), then (i) the Performance Period shall be deemed to have ended as of the date of such Qualifying Termination, (ii) a Pro-Rata Portion (as defined below) of the PRSUs shall become vested in accordance with the performance criteria set forth on Exhibit A Performance Vesting Conditions based on actual performance through the date of such the Qualifying Termination, and (iii) subject to the Participant’s execution and non-revocation, if applicable, revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants, the . The PRSUs, if any, that become vested pursuant to this Section 3 shall be settled in accordance with Section 4 within sixty (60) days hereof following the date end of such Qualifying Terminationthe Performance Period. For purposes of this Section 3(c), “Pro-Rata Portion” shall mean a number of PRSUs equal to (x) a quotient, the numerator of which is the number of days the Participant was employed provided Services during the period beginning on the first day of the Performance Period and ending on the date on which the Participant’s employment Services terminated, and the denominator of which is the number of days between the period beginning on the first day of the Performance Period and ending on the last day in the Performance Period, multiplied by (y) the number of any PRSUs that vest may become vested based upon the Performance Vesting Conditions, as determined by the Committee in accordance with this Section 3(c)4.

Termination Without Cause; Resignation for Good Reason. In the event of a termination of the Participant’s employment Service by the Company or other employing an Affiliate without Cause, as a result of the Company’s failure to renew the term of the Employment Agreement (as defined below) Company without Cause or by the Participant for Good Reason (as defined in that certain employment agreement in effect as of the Grant Date, by and between the Participant and the Company or any Affiliate of the Company (the “Employment Agreement”)) (each, a “Qualifying Termination”), then (i) the Performance Period shall be deemed to have ended as of the date of such Qualifying Termination, (ii) a Pro-Rata Portion (as defined below) of the PRSUs shall become vested in accordance with the performance criteria set forth on Exhibit A Performance Vesting Conditions based on actual performance through the date of such the Qualifying Termination, and (iii) subject to the Participant’s execution and non-revocation, if applicable, revocation of a general release of claims in favor of the Company and its Affiliates within sixty (60) days following such Qualifying Termination and continued compliance with all applicable restrictive covenants, the . The PRSUs, if any, that become vested pursuant to this Section 3(b) shall be settled in accordance with Section 4 within sixty (60) days hereof following the date end of such Qualifying Terminationthe Performance Period. For purposes of this Section 3(c), “Pro-Rata Portion” shall mean a number of PRSUs equal to (x) a quotient, the numerator of which is the number of days the Participant was employed provided Services during the period beginning on the first day of the Performance Period and ending on the date on which the Participant’s employment Services terminated, and the denominator of which is the number of days between the period beginning on the first day of the Performance Period and ending on the last day in the Performance Period, multiplied by (y) the number of any PRSUs that vest may become vested based upon the Performance Vesting Conditions, as determined by the Committee in accordance with this Section 3(c).3. ‌ ​