Common use of Effect of Termination of Employment on Compensation Clause in Contracts

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination): (i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates); (ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Termination.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate terminate: (i) at the expiration of the term provided in Section 3.1 after Executive has given the Company written notice of non-renewal, (ii) pursuant to a termination by the Company pursuant to Section 3.2(b), or (iii) pursuant to Executive’s resignation for other than Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1)Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (A) payment of all accrued and unpaid Base Salary earned through the Date of Termination as well as any Annual Bonus that has been earned pursuant to Section 4.2 for the calendar year ending on or prior to the Date of Termination but remains unpaid as of the Date of Termination (which Annual Bonus, if any, shall be paid in a lump sum at the time provided for payment in Section 4.2), (B) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.5, and (C) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. (b) If Executive’s employment hereunder shall terminate: (i) at the expiration of the term provided in Section 3.1 after the Company has given Executive written notice of non-renewal, (ii) pursuant to Executive’s resignation for Good Reason, or (iii) pursuant to a termination by the Company pursuant to Section 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (A) Executive shall be entitled to receive the compensation and benefits described in clauses (A) through (C) of Section 6.1(a), and (B) subject to (1) Executive’s execution and delivery to the Company by the Release Expiration Date (and non-revocation within any time provided to do so) of the Release; and (2) Executive’s abiding by the terms of Articles V and VII, then Executive shall be entitled to receive the payments and benefits set forth in Section 7.1(a6.1(b)(i), (ii), (iii) and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Releaseiv) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):below. (i) the The Company shall pay to Executive a bonus total amount equal to the Severance Multiple multiplied by the sum of: (x) Executive’s Base Salary for the year in which such termination occurs and (y) Executive’s then-current target Annual Bonus (such amount being referred to as the “Severance Payment”). The Severance Payment will be divided into 12 substantially equal installments. On the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after Date of Termination, the Company shall pay to Executive, without interest, a number of such installments equal to the number of such installments that would have been paid during the period beginning on the Date of Termination and ending on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after the Date of Termination had the installments been paid on a monthly basis commencing on the Company’s first regularly scheduled pay date coincident with or next following the Date of Termination, and each of the remaining installments shall be paid on a monthly basis thereafter; provided, however, that to the extent, if any, that the aggregate amount of the installments of the Severance Payment that would otherwise be paid pursuant to the preceding provisions of this Section 6.1(b)(i) after March 15 of the calendar year following the calendar year in which the Date of Termination occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in an amount equal to a lump sum on the Annual Bonus for Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such year as determined in good faith by the Board in accordance excess (beginning with the criteria established pursuant to Section 4.2 installment first payable after the Applicable March 15 and based on continuing with the Company’s performance for next succeeding installment until the aggregate reduction equals such yearexcess). As used herein, which amount the “Severance Multiple” shall be prorated through and including mean one; provided, however, that if the Date of Termination occurs on or at any time within the 24-month period immediately following a Corporate Change (based on as defined in the ratio of the number of days Executive was employed by the Company during such year to the number of days in such yearStock Incentive Plan), payable in a lump-sum on then the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates); (ii) the Company Severance Multiple shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Terminationmean two.

Effect of Termination of Employment on Compensation. Impairment and Death, Cause, Resignation for without Good Reason and election by Executive not to renew the Initial Term or Discretion of the Company without Cause other than within 24 Months Following a Change in Controlany Renewal Term (a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a) (Impairment), 3.2(b) (Death), 3.2(c) (Cause), pursuant to Executive’s resignation other than for Good Reason Reason, or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the CompanyExecutive’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):to: (i) payment of all accrued and unpaid Base Salary to the Company shall pay to Executive Date of Termination; (ii) except in the case of a bonus termination under Section 3.2(c) (Cause), any unpaid Annual Bonus for the calendar year in which ending prior to the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such yearTermination, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates); (iiiii) the Company shall pay reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments reimbursement in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18)Section 4.5; and (iv) notwithstanding anything benefits to which Executive is entitled under the terms of any applicable benefit plan or program (other than any severance plan or program). (b) In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) (Impairment) or 3.2(b) (Death), subject to the contrary Executive’s or Executive’s representative’s or estate’s, as applicable, delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the applicable award agreementRelease (defined below)) after the date of such termination of employment, of an executed release substantially in the form of the release attached as Appendix A (the “Release”) and subject to Executive’s or Executive’s representative’s or estate’s, as applicable, compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, the Executive’s outstanding equity awards shall be treated as follows, unless the applicable award agreement provides for more favorable treatment: (Ai) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (Bii) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (Ciii) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals,: (IA) for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be deemed earned at the actual target level of performance and a pro-rata number of awards shall vest based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant awardperiod; and (IIIB) for a termination of employment following the end of the a performance period applicable to an award, any awards earned during that the performance period shall fully vest as of the Date of Terminationvest.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1)Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all payments set forth accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. (b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 7.1(a3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iv) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 30 50 days (or 45 days if the Company determines necessary and set forth in the Release) after the date Date of Executive’s termination of employmentTermination, and non-revocation of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of release contained at Appendix B (the surviving provisions of this Agreement and non-revocation of the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination): (iA) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year); (B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than March 15th of the May 15 next following such calendar year following the calendar year to which such Annual Bonus relatesyear); (iiC) the Company shall pay to Executive an amount equal to one (1) the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 100% of Executive’s Base Salary as of the Average Annual BonusDate of Termination, which amount shall be paid in substantially equal installments in accordance with a lump sum payment on the Company’s standard payroll practices over date that is 60 days after the 12 Date of Termination occurs; and (D) during the portion, if any, of the 18-month period following the Date of Termination; provided Termination that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive elects to continue coverage for Executive and Executive’s Date of Termination spouse and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by Xxxxx Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the Date date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during (or the first 12 calendar months of business day following such date if such termination does not occur on a performance period applicable to an award, such awards business day)) shall be forfeited; (II) for a termination of employment following paid within five business days after the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of TerminationSection 409A Payment Date.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), pursuant to Executive’s resignation for other than Good Reason Reason, or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the CompanyExecutive’s election not to renew this Agreement at the Initial Term or any Renewal Term in accordance with Section 3.1)end of the Term, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive or his estate as the context so requires shall be entitled to (i) payment of all payments set forth accrued and unpaid Base Salary to the Date of Termination, (ii) except in the case of a termination under Section 7.1(a3.2(c) or by Executive’s election not to renew this Agreement at the end of the Term, any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15 of the calendar year following the calendar year to which such Annual Bonus relates), (iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.7, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) or 3.2(b), (i) 100% of the unvested portions of the Sign-On Incentive Award will be fully accelerated and settled within 10 days following the Date of Termination, (ii) 100% of the unvested portions of the Time-Based Grant will be fully accelerated and settled within 10 days following the Date of Termination, (iii) the unvested portions of the Performance-Based Grant will vest in accordance with the terms thereof and (iv) notwithstanding anything to the contrary in the applicable award agreement, the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination shall be accelerated on the Date of Termination and settled within 10 days following the Date of Termination. (b) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason, by action of the Company pursuant to Section 3.2(d), or for any other reason, including, without limitation, the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1, but excluding those reasons encompassed by Sections 3.2(a), 3.2(b) or 3.2(c) hereof: (i) then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that, Executive shall be entitled to payment of all accrued and unpaid Base Salary to the Date of Termination, accrued but unused vacation days, and reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.6 (collectively, the “Accrued Benefits”), and subject to (x) Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the release contained at Appendix A (such release, the “Release”, and such 30-day period, the “Release Period”) and subject to (y) Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):) which shall be paid to the Executive: (iA) within 10 days following the date on which the Release is delivered to the Company an amount equal to: (1) any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination (provided that in the event such unpaid Annual Bonus cannot be determined within 10 days following the date on which the Release is delivered to the Company, the payment shall pay be made no later than March 15 of the calendar year immediately following the calendar year to Executive which such Annual Bonus relates); (2) two times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus; (3) 18 multiplied by the monthly cost of COBRA premiums as determined on the Date of Termination; and (B) a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 hereof and based on the Company’s or Opco’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company and/or Opco during such year to the number of days in such year), ) payable in a lump-lump sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than between January 1st and March 15th of in the calendar year immediately following the calendar year in which the Date of Termination occurs; provided, however, that if this paragraph applies with respect to which such an Annual Bonus relates)Bonus, that is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Code, then no bonus shall be paid except to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; (ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless except in any case in which the applicable award agreement provides for more favorable treatment: terms to Executive, (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part 100% of the Company’s annual LTIP, shall fully vest as unvested portions of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately Sign-On Incentive Award will be fully accelerated and settled within 10 days following the Date of Termination, shall vest as (B) 100% of the Date of Termination, (C) equity awards granted as part unvested portions of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a proTime-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall Based Grant will vest in accordance with the terms thereof, (C) the unvested portions of the relevant award; and Performance-Based Grant will vest in accordance with the terms thereof, (IIID) for a the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination shall be accelerated on the Date of Termination and (E) if such termination of employment occurs within 24 months following the end a Change of Control, 100% of the unvested portion of any Annual LTIPs will vest, with any applicable performance period applicable goals to an award, any awards earned during that performance period shall fully vest as be deemed achieved at the greater of the Date of Terminationtarget or actual levels.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate at the expiration of the Term, for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), or pursuant to Executive’s resignation for other than Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1)Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all payments set forth accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, and (iii) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. (b) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Sections 3.2(a), 3.2(b) or 3.2(c) hereof, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iii) of Section 7.1(a), ) and (ii) subject to Executive’s delivery, within 30 50 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of release contained at Appendix A (the surviving provisions of this Agreement and non-revocation of the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination): (iA) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than December 31 following such calendar year); (B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 hereof and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum between January 1st and March 31st following such calendar year); provided, however, that if this paragraph applies with respect to an Annual Bonus for a calendar year beginning on or after January 1, 2010, that is intended to constitute performance-based compensation within the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th meaning of, and for purposes of, Section 162(m) of the calendar year following Code, then no bonus shall be paid except to the calendar year to which such Annual Bonus relates)extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; (iiC) the Company shall pay to Executive an amount equal to one (1) two times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be divided into and paid in substantially 48 equal consecutive semi-monthly installments in accordance with payable on the Company15th and last day of each month, commencing on the first installment date that is 60 days following Executive’s standard payroll practices over Date of Termination. The right to payment of the 12 installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code; (D) during the portion, if any, of the 18-month period following the Date of Termination; provided Termination that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive elects to continue coverage for Executive and Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”), and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as determined by amended, the Company shall promptly reimburse Executive on a monthly basis for the amount Executive pays to effect and continue such coverage; provided, however, that (x) the amount of such benefits in any one calendar year of such coverage shall not affect the amount of benefits in any other calendar year for which such benefits are to be provided hereunder and (y) Executive’s right to the benefits cannot be liquidated or exchanged for any other benefit; and (E) if the Date of Termination and occurs within the one-year period beginning on the date upon which a Change in Control occurs, then the Company shall cause all stock options awarded to Executive by the Parent Company (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides extent vested) to be exercisable for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately five years following the Date of Termination, shall vest as Termination (but in no event later than the earlier of the Date of Termination, (C) equity awards granted as part latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination original date of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end grant of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Terminationoption).

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1)Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all payments set forth accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. (b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 7.1(a3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iv) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 30 50 days (or 45 days if the Company determines necessary and set forth in the Release) after the date Date of Executive’s termination of employmentTermination, and non-revocation of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of release contained at Appendix B (the surviving provisions of this Agreement and non-revocation of the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination): (iA) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year); (B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than March 15th of the May 15 next following such calendar year following the calendar year to which such Annual Bonus relatesyear); (iiC) the Company shall pay to Executive an amount equal to one (1) the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executive’s Base Salary as of the Average Annual BonusDate of Termination, which amount shall be paid in substantially equal installments in accordance with a lump sum payment on the Company’s standard payroll practices over date that is 60 days after the 12 Date of Termination occurs; and (D) during the portion, if any, of the 18-month period following the Date of Termination; provided Termination that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive elects to continue coverage for Executive and Executive’s Date of Termination spouse and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by Xxxxx Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the Date date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during (or the first 12 calendar months of business day following such date if such termination does not occur on a performance period applicable to an award, such awards business day)) shall be forfeited; (II) for a termination of employment following paid within five business days after the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of TerminationSection 409A Payment Date.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), pursuant to Executive’s resignation for other than Good Reason Reason, or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the CompanyExecutive’s election not to renew this Agreement at the Initial Term or any Renewal Term in accordance with Section 3.1)end of the Term, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all payments set forth accrued and unpaid Base Salary to the Date of Termination, (ii) except in the case of a termination under Section 7.1(a3.2(c) or by Executive’s election not to renew this Agreement at the end of the Term, any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company or the Parent Company (but in no event later than March 15 of the calendar year following the calendar year to which such Annual Bonus relates), (iii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.7, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) or 3.2(b), (i) the unvested portions of the Sign-On Incentive Award will be 100% fully accelerated and settled within 10 days following the Date of Termination, and (ii) notwithstanding anything to the contrary in the applicable award agreement, the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination shall be accelerated on the Date of Termination and settled within 10 days following the Date of Termination. (b) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason, by action of the Company or the Parent Company pursuant to Section 3.2(d), or for any other reason, including, without limitation, the Company’s or the Parent Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1, but excluding those reasons encompassed by Sections 3.2(a), 3.2(b) or 3.2(c) hereof, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that, Executive shall be entitled to payment of all accrued and unpaid Base Salary to the Date of Termination, reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.7, and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release release contained at Appendix A (the “Release”) and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company or the Parent Company (but no other compensation or benefits after such termination): (i) the Company or the Parent Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum between January 1 and March 15 of the calendar year following the calendar year to which such Annual Bonus relates and on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than December 31 of such following calendar year); (ii) the Company or the Parent Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 hereof and based on the Company’s or the Parent Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company and/or the Parent Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than between January 1st and March 15th following such calendar year); provided, however, that if this paragraph applies with respect to an Annual Bonus, that is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the calendar year following Code, then no bonus shall be paid except to the calendar year to which such Annual Bonus relates)extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; (iiiii) the Company or the Parent Company shall pay to Executive an amount equal to one (1) two times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be divided into and paid in substantially 48 equal consecutive semi-monthly installments in accordance with payable on the Company’s standard payroll practices over the 12 month period following the Date 15th and last day of Termination; provided that the first payment shall commence each month, commencing on the first payroll date that falls on or immediately following follows the 60th day after Executive’s Date of Termination and Termination. The right to payment of the installment amounts pursuant to this paragraph shall include any amounts otherwise due prior theretobe treated as a right to a series of separate payments for purposes of Section 409A of the Code; (iiiiv) a lump sum payment on during the first payroll date that falls on or immediately portion, if any, of the 18-month period following the 60th day after Executive’s Date of Termination equal that Executive elects to the product of (i) the monthly cost of the premium continue coverage for coverage Executive and Executive’s eligible dependents under the Company’s or the Parent Company’s group health plans plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”), and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as determined by amended, the Company or the Parent Company shall promptly reimburse Executive on a monthly basis for the Date amount Executive pays to effect and continue such coverage; provided, however, that (x) the amount of Termination such benefits in any one calendar year of such coverage shall not affect the amount of benefits in any other calendar year for which such benefits are to be provided hereunder and (iiy) eighteen (18)Executive's right to the benefits cannot be liquidated or exchanged for any other benefit; and (ivv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part 100% of the Company’s annual LTIP, shall fully unvested portion of the Sign-On Incentive Award will vest as of on the Date of Termination, (B) any equity awards granted as part of Termination and be settled on the annual LTIP first payroll date that vest solely based falls on continued employment or service that would have, but for immediately follows the termination of the Executive’s employment, vested in the 12 months immediately following 60th day after the Date of Termination, (B) the amount of any unvested portion of any Annual LTIPs that have previously been earned but that would have otherwise vested solely by the passage of time within one year following the Date of Termination shall vest as be accelerated on the Date of Termination and be settled on the first payroll date that falls on or immediately follows the 60th day after the Date of Termination, , and (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a if such termination of employment during occurs within 24 months following a Change of Control, 100% of the unvested portion of any Annual LTIPs will vest and be settled on the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following payroll date that falls on or immediately follows the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of 60th day after the Date of Termination, with any applicable performance goals to be deemed achieved at the greater of target or actual levels.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination): (i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates); (ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) i. for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) ii. for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) and iii. for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Termination.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination): (i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates); (ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid as follows: if on the Date of Termination Executive has not received an approval of her application for Lawful Permanent Resident Status, payment shall be made in a lump sum within 60 days of the Date of Termination; if on the Date of Termination Executive has received an approval of her application for Lawful Permanent Resident Status, payment shall be made in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18); (iv) if on the Date of Termination, the Executive has not received an approval of her application for Lawful Permanent Resident Status, the Company shall pay the Executive’s relocation costs in the amount of $50,000 (USD), paid in a lump sum within 60 days of the Date of Termination; and (ivv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Termination.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination): (i) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates); (ii) the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), as determined by the Company on the Date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) i. for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) ii. for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and (III) iii. for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Termination.

Effect of Termination of Employment on Compensation. Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control (a) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action at the expiration of the term due to notice of non-renewal duly given by Executive to the Company pursuant to Section 3.2(d) (Discretion of the Company) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1, for any reason described in Section 3.2(a) or 3.2(b), pursuant to Section 3.3(b) or by reason of Executive’s death, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all payments set forth accrued and unpaid Base Salary through the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) benefits to which Executive is entitled under the terms of any applicable benefit plan or program, (iv) in the case of a termination of Executive’s Employment, for any reason described in Section 7.1(a3.2(a) or by reason of Executive’s death, any unpaid Annual Bonus earned by Executive prior to the Date of Termination (which amount shall be paid not later than the date the annual bonus, if any (for the same calendar year as relates to such earned and unpaid Annual Bonus), is paid to the other executives of the Company of a similar seniority level that remain employed by the Company on the normal payment date of such annual bonus (but in no event later than December 31 of the year immediately following the calendar year to which such Annual Bonus relates), and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination): (iv) the Company shall pay to Executive a bonus Guaranteed Bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such yearoccurs, which amount shall be prorated through for any partial calendar year and including shall be paid not later than March 15 of the calendar year immediately following the calendar year in which the Date of Termination (based on occurs. Executive shall be deemed to “earn” the ratio Annual Bonus for solely purposes of the number of days this Article VI if Executive was remained continuously employed by the Company during such or its Affiliates through December 31 of the calendar year to which such Annual Bonus relates. (b) If Executive’s employment hereunder shall terminate by (x) expiration of the number then-existing term due to notice of days non-renewal duly given by the Company to Executive in such yearaccordance with Section 3.1, (y) by action of the Company pursuant to Section 3.2(c) or (z) by action of Executive pursuant to Section 3.3(a), payable then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that: (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iii) of Section 6.1(a); (ii) Executive shall be entitled to receive any unpaid Annual Bonus earned by Executive prior to the Date of Termination, which payment will be made not later than the date the annual bonus, if any (for the same calendar year as relates to such earned and unpaid Annual Bonus), is paid to the other executives of the Company of a lump-sum similar seniority level that remain employed by the Company on the normal payment date of such annual bonuses are paid to executives who have continued employment with the Company bonus (but in no event later than March 15th December 31 of the calendar year immediately following the calendar year to which such Annual Bonus relates); (iiiii) Executive shall be entitled to receive the Guaranteed Bonus (prorated for any partial calendar) for the calendar year in which the Date of Termination occurs, which payment will be made not later than March 15 of the calendar year immediately following the calendar year in which the Date of Termination occurs; and (iv) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a) or Section 3.2(b) and subject to Executive’s delivery, on or before the Release Expiration Date, and non-revocation in the time provided to do so, of an executed release in a form reasonably satisfactory to the Company (which shall release and discharge the Company, its Affiliates, and their respective stockholders, officers, directors, managers, members, partners, employees, agents, representatives, benefit plans (and the trustees and fiduciaries of such plans) and other affiliated Persons from any and all claims and causes of action of any kind or character, including, without limitation, all claims and causes of action arising out of Executive’s employment with the Company or its Affiliates or the termination of such employment) (the “Release”), Executive shall receive the following compensation and benefits from the Company: (A) the Company shall pay to Executive an amount equal to one eighteen (118) times the sum months of Executive’s Base Salary as of the Date of Termination and the Average Annual BonusTermination, which amount shall be paid in divided into eighteen (18) substantially equal monthly installments. On the last day of the month that includes the date that is sixty (60) days after the Date of Termination, the Company shall pay to Executive, without interest, a number of such installments in accordance with equal to the number of such installments that would have been paid during the period beginning on the Date of Termination and ending on such last day of the month had the installments been paid on a monthly basis commencing on the Company’s standard monthly payroll practices over date coincident with or next following the 12 Date of Termination, and each of the remaining installments shall be paid on a monthly basis thereafter; provided, however, that to the extent, if any, that the aggregate amount of such installments that would otherwise be paid pursuant to the preceding provisions of this clause (A) after March 15 of the calendar year following the calendar year in which the Date of Termination occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and such installments payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installments until the aggregate reduction equals such excess). The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of section 409A of the Code; and (B) during the portion, if any, of the eighteen (18) month period following the Date of Termination; provided Termination that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive elects to continue coverage for Executive and Executive’s Date of Termination spouse and shall include any amounts otherwise due prior thereto; (iii) a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, similar in the amounts and types of coverage provided by the Company to Executive prior to the Date of Termination, the Company shall promptly reimburse Executive on a monthly basis for the entire amount Executive pays to effect and continue such coverage. Notwithstanding the preceding provisions of this paragraph (B), if the provision of the benefit described in such paragraph cannot be provided in the manner described in such paragraph without penalty, tax or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such adverse impact on the Company. (c) Notwithstanding the time of payment provisions of Sections 6.1(a) and (b) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company on the Date of Termination and (ii) eighteen (18); and (iv) notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (I) for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited; (II) for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms any method permitted under section 409A of the relevant award; and (IIICode) for a termination of employment following and the end payment of the performance period applicable amount described in such Section would be subject to an award, any awards earned during that performance period shall fully vest as additional taxes and interest under section 409A of the Date Code because the timing of Terminationsuch payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount shall be accumulated and paid (without interest) in a lump sum within five business days after the Section 409A Payment Date. All subsequent payments, if any, shall be paid in the manner otherwise specified herein.