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 earlier 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, the Participant shall vest, on the date of such Good Leaver Termination, in 100% of the then-current Tranche, as if the Participant had remained employed with the Company or any of its Subsidiaries or Affiliates through the next Vesting Date immediately following the date of such Good Leaver Termination; provided that in the event of a Termination due to the Participant’s death or Disability, all of the Participant’s RSUs shall fully vest on the date of such Termination. Any RSUs that remain unvested after the foregoing acceleration (the “Contingent RSUs”) shall remain outstanding for the three (3) month period immediately following the Participant’s Good Leaver Termination (the “Tail Period”), and in the event a Change in Control occurs during the Tail Period, all of the Contingent 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 forfeited immediately as of the end of the 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 earlier of the third Vesting Date or the consummation of a Change in ControlWind 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 Participant Target PSUs shall vest, on the date of remain outstanding following such Good Leaver Termination, in 100% Termination and shall be eligible to vest upon the Wind Up Date based on satisfaction of the thenconditions set forth in Section 3(a)(i) above, with such pro-current Trancherata portion calculated by multiplying the number of Target PSUs by a fraction, as if (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 RSUs Target PSUs shall fully vest on be Contingent PSUs. For the date avoidance of such Termination. Any RSUs that remain unvested after the foregoing acceleration (the “Contingent RSUs”) shall remain outstanding for the three (3) month period immediately doubt, following the Participant’s Good Leaver Termination (Termination, the term “Tail Period”)Contingent PSUs” shall be substituted for “Target PSUs” in this Agreement, and in the event a Change in Control occurs during the Tail Period, all number of the Contingent 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 PSUs that vests will be forfeited immediately as of the end of the Tail Perioddetermined 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.