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

Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company without Cause or (D) by the Participant for Good Reason (each such circumstance being a “Qualifying Termination”), a pro rata portion of the unvested Time-Based RSU Shares shall vest on the first Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date. Any Time-Based RSU Shares that do not vest on the first Time-Based Vesting Date following such termination shall be forfeited without any payment to the Participant.

Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (Ai) due to the Participant’s death, (Bii) due to the Participant’s Disability, (Ciii) by the Company without Cause or (Div) by the Participant for Good Reason (each such circumstance being a “Qualifying Termination”), a pro rata portion of the unvested Time-Based RSU Shares shall vest on the first Time-Based Vesting Date following such termination; provided, however, that, in the case of the Participant’s Termination of Services due to the Participant’s death, subject to Section 18 of the Plan, the Company may elect to vest the Award on the date of such termination, in which case the Time-Based RSU Shares shall be delivered to the Participant on or as soon as practicable following the date of such termination but in no event later than March 15 of the year following the year of such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date. Any Time-Based RSU Shares that do not vest on the first Time-Based Vesting Date following such termination shall be forfeited without any payment to the Participant.

Death; Disability; Termination Without Cause; Termination for Good Reason. If the Participant experiences a Termination of Service after the first Time-Based Vesting date and prior to the final Time-Based Vesting Date (A) due to the Participant’s death, (B) due to the Participant’s Disability, (C) by the Company Employer without Cause or (D) by the Participant for Good Reason (each such circumstance being a “Qualifying Termination”)Reason, a pro rata portion of the unvested Time-Time- Based RSU Shares shall vest on the first Time-Based Vesting Date following such termination. Such pro rata portion shall equal (A) the number of unvested Time-Based RSU Shares as of such termination, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the termination date and the denominator of which shall be the number of full months between the Time-Based Vesting Date that immediately precedes such termination and the final Time-Based Vesting Date. Any Time-Based RSU Shares that do not vest on the first Time-Based Vesting Date following such termination shall be forfeited without any payment to the Participant.