Common use of Good Leaver Termination Clause in Contracts

Good Leaver Termination. In the event of the Participant’s Termination (i) due to the Participant’s death or Disability, (ii) by the Company or other employing Subsidiary and/or Affiliate without Cause or (iii) by the Participant for Good Reason (each, a “Good Leaver Termination”), in each case, prior to the Wind Up Date, subject to the Participant’s (or the Participant’s estate’s) execution and non-revocation of a general release of claims in favor of the Company (in the same form as the release attached to the Participant’s employment agreement with the Company or other employing Subsidiary and/or Affiliate, if any) within fifty-two (52) days of such Good Leaver Termination, a pro-rata portion of the Target PSUs shall remain outstanding following such Good Leaver Termination and shall be eligible to vest upon the Wind Up Date based on satisfaction of the conditions set forth in Section 3(a)(i) above, with such pro-rata portion calculated by multiplying the number of Target PSUs by a fraction, (A) the numerator of which is the number of days that the Participant would have been employed with the Company or any of its Subsidiaries or Affiliates, had the Participant remained employed with the Company or any of its Subsidiaries or Affiliates through the next anniversary of the Vesting Commencement Date immediately following the date of such Good Leaver Termination, and (B) the denominator of which is one thousand and ninety-six (1,096) (the “Contingent PSUs”); provided that in the event of a Termination due to the Participant’s death or Disability, all of the Participant’s Target PSUs shall be Contingent PSUs. For the avoidance of doubt, following the Participant’s Good Leaver Termination, the term “Contingent PSUs” shall be substituted for “Target PSUs” in this Agreement, and the number of Contingent PSUs that vests will be determined pursuant to Section 3(a)(i) above. Consistent with the Plan, for purposes of this Agreement, including this Section 3(b), the Participant will be deemed to have incurred a Termination if the Participant terminates employment with the Company and its Subsidiaries and Affiliates, notwithstanding the fact that the Participant may remain a director of, or render services as a consultant to, the Company and/or its Subsidiaries and/or Affiliates following such termination of employment.

Good Leaver Termination. In the event of the Participant’s Termination (i) due to the Participant’s death or Disability, (ii) by the Company or other employing Subsidiary and/or Affiliate without Cause or (iii) by the Participant for Good Reason (each, a “Good Leaver Termination”), in each case, prior to the Wind Up Dateearlier of the third Vesting Date or the consummation of a Change in Control, subject to the Participant’s (or the Participant’s estate’s) execution and non-revocation of a general release of claims in favor of the Company (in the same form as the release attached to the Participant’s employment agreement with the Company or other employing Subsidiary and/or Affiliate, if any) within fifty-two (52) days of such Good Leaver Termination, a pro-rata portion the Participant shall vest, on the date of the Target PSUs shall remain outstanding following such Good Leaver Termination and shall be eligible to vest upon the Wind Up Date based on satisfaction Termination, in 100% of the conditions set forth in Section 3(a)(i) abovethen-current Tranche, with such pro-rata portion calculated by multiplying the number of Target PSUs by a fraction, (A) the numerator of which is the number of days that as if the Participant would have been employed with the Company or any of its Subsidiaries or Affiliates, had the Participant remained employed with the Company or any of its Subsidiaries or Affiliates through the next anniversary of the Vesting Commencement Date immediately following the date of such Good Leaver Termination, and (B) the denominator of which is one thousand and ninety-six (1,096) (the “Contingent PSUs”); provided that in the event of a Termination due to the Participant’s death or Disability, all of the Participant’s Target PSUs RSUs shall be fully vest on the date of such Termination. Any RSUs that remain unvested after the foregoing acceleration (the “Contingent PSUs. For RSUs”) shall remain outstanding for the avoidance of doubt, three (3) month period immediately following the Participant’s Good Leaver TerminationTermination (the “Tail Period”), and in the term “event a Change in Control occurs during the Tail Period, all of the Contingent PSUs” RSUs shall vest as of the date of such Change in Control. If a Change in Control does not occur during the Tail Period, all of the Contingent RSUs shall be substituted for “Target PSUs” in this Agreement, and forfeited immediately as of the number end of Contingent PSUs that vests will be determined pursuant to Section 3(a)(i) abovethe Tail Period. Consistent with the Plan, for purposes of this Agreement, including this Section 3(b), the Participant will be deemed to have incurred a Termination if the Participant terminates employment with the Company and its Subsidiaries and Affiliates, notwithstanding the fact that the Participant may remain a director of, or render services as a consultant to, the Company and/or its Subsidiaries and/or Affiliates following such termination of employment.

Good Leaver Termination. In the event of the Participant’s Termination (i) due to the Participant’s death or Disability, (ii) by the Company or other employing Subsidiary and/or Affiliate without Cause or (iii) by the Participant for Good Reason (each, a “Good Leaver Termination”), in each case, prior to the Wind Up Date, subject to the Participant’s (or the Participant’s estate’s) execution and non-revocation of a general release of claims in favor of the Company (in the same form as the release attached to the Participant’s employment agreement with the Company or other employing Subsidiary and/or Affiliateagreement, if any) within fifty-two (52) days of such Good Leaver Termination, a pro-rata portion of the Target PSUs shall remain outstanding following such Good Leaver Termination and shall be eligible to vest upon the Wind Up Date based on satisfaction of the conditions set forth in Section 3(a)(i) above, with such pro-rata portion calculated by multiplying the number of Target PSUs by a fraction, (A) the numerator of which is the number of days that the Participant would have been was employed with the Company or any of its Subsidiaries or Affiliates, had from the Participant remained employed with the Company or any of its Subsidiaries or Affiliates through the next anniversary of the Vesting Commencement Start Date immediately following until the date of such Good Leaver Termination, Termination and (B) the denominator of which is one thousand and ninety-six (1,096) (the “Contingent PSUs”); provided . Any Target PSUs that do not become Contingent PSUs (the “Tail Period PSUs”) shall remain outstanding for the three (3) month period immediately following the Participant’s Good Leaver Termination (the “Tail Period”), and in the event of a Termination due to Change in Control occurs during the Participant’s death or DisabilityTail Period, all of the Participant’s Target PSUs (including the Tail Period PSUs) shall be eligible to vest as of the date of such Change in Control based on satisfaction of the conditions set forth in Section 3(a)(i) above. Any Contingent PSUs or Tail Period PSUs that do not vest upon consummation of a Change in Control as a result of failing to satisfy the conditions set forth in Section 3(a)(i) above shall be forfeited immediately as of the Change in Control. If a Change in Control does not occur during the Tail Period, all of the Tail Period PSUs shall be Contingent PSUsforfeited immediately as of the end of the Tail Period. For the avoidance of doubt, following if the Participant’s Good Leaver Terminationthird anniversary of the Start Date occurs during the Tail Period, thereby triggering the Wind Up Date, the term “Contingent PSUs” Tail Period PSUs shall not be eligible to vest and shall be substituted for “Target PSUs” in this Agreement, and the number forfeited immediately as of Contingent PSUs that vests will be determined pursuant to Section 3(a)(i) above. Consistent with the Plan, for purposes of this Agreement, including this Section 3(b), the Participant will be deemed to have incurred a Termination if the Participant terminates employment with the Company and its Subsidiaries and Affiliates, notwithstanding the fact that the Participant may remain a director of, or render services as a consultant to, the Company and/or its Subsidiaries and/or Affiliates following such termination of employmentWind Up Date.