Common use of Good Leaver Treatment Clause in Contracts

Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) on or after the first anniversary of the Grant Date but prior to the Performance Measurement Date, provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, and provided that the Participant executes and does not revoke a general release of all employment and compensation related claims in favor of the Company on such form of release provided by the Company, then the Time-Based Condition shall be deemed satisfied for a pro-rata amount of the Granted PBRSUs (the “Pro-Rata Shares”), with such amount to be determined by multiplying the Granted PBRSUs by a fraction, the numerator of which is the number of days from the Grant Date through and including the effective date of termination, and the denominator of which is the number of days from the Grant Date through and including the Performance Measurement Date. The number of Granted PBRSUs that subsequently become vested on the Performance Measurement Date shall equal the product of (i) the Pro-Rata Shares and (ii) the percentage level at which the Performance-Based Condition has been satisfied. Any Granted PBRSUs that were not forfeited pursuant to Section 2(b) and that do not become vested as of the Performance Measurement Date shall expire immediately following the date on which the Committee determines the level at which the Performance-Based Condition is satisfied.

Good Leaver Treatment. If the Participant incurs a Good Leaver Termination (as defined below) on or after the first anniversary of the Grant Date but prior to the Performance Measurement Date, (i) provided that the Participant has continuously provided services to the Company between the Grant Date and the effective date of the Good Leaver Termination, and provided that the Participant executes and does not revoke a general release of all employment and compensation related claims in favor of the Company on such form of release provided by the Company, then the Time-Based Condition shall be deemed satisfied for a pro-rata amount number of the Granted PBRSUs (such that the “Procumulative number of Granted PBRSUs for which the Time-Rata Shares”), with such amount Based Condition is satisfied shall be equal to be determined the product obtained by multiplying the Granted PBRSUs by a fraction, the numerator of which is the number of days from the Grant Date through and including the effective date of termination, and the denominator of which is the number of days from the Grant Date through and including the 24-month anniversary of the Performance Measurement Date. The ; and (ii) the determination of the number of Granted PBRSUs that subsequently become vested on the Performance Measurement Date shall equal the product “vested” for purposes of this Agreement will otherwise be determined pursuant to Section 2(a) (i) the Pro-Rata Shares and (ii) the percentage level at which the Performancebut without regard to any further Time-Based Condition has been satisfied. Any Vesting under Section 2(a)(i)), and any Granted PBRSUs that were not forfeited pursuant to Section 2(b) and that do not become vested as of the later of the Performance Measurement Date and the date of the Good Leaver Termination (such date, as applicable, the “Expiration Date”) shall expire immediately following on the date on which the Committee determines the level at which the Performance-Based Condition is satisfiedExpiration Date.