Common use of Impact of Certain Terminations of Service Clause in Contracts

Impact of Certain Terminations of Service. (i) In the event of a Termination of Service of the Optionee by the Company or any of its parents or subsidiaries without Cause or by the Optionee for Good Reason, if (i) the Performance Determination Date for an Applicable Year that has ended prior to the date of Optionee’s Termination of Service has not yet occurred, and (ii) the Optionee signs on or after the date of Optionee’s Termination of Service and before the 21st day following Optionee’s Termination of Service, and does not revoke, a Release, then the Performance Options that would otherwise be eligible to vest and become exercisable on such Performance Determination Date if the Financial Targets for such completed Applicable Year are determined to have been met shall remain eligible to vest and become exercisable on such Performance Determination Date and shall vest and become exercisable to the extent the Administrator determines that the Financial Targets for such Applicable Year have been met; and (ii) In the event of a Termination of Service of the Optionee by the Company or any of its parents or subsidiaries without Cause or by the Optionee for Good Reason during an Applicable Year, if Optionee signs on or after the date of Optionee’s Termination of Service and before the 21st day following Optionee’s Termination of Service, and does not revoke, a Release, then a portion of the Performance Options that would otherwise be eligible to vest and become exercisable on the next Performance Determination Date if the Financial Targets for such Applicable Year are determined to have been met shall remain eligible to vest and become exercisable on such Performance Determination Date and shall vest and become exercisable to the extent the Administrator determines that the Financial Targets for such Applicable Year have been met. The number of Performance Options that shall vest and become exercisable under this Section 2.2(c)(ii) shall be equal to the number of Performance Options that would have vested and become exercisable on such Performance Determination Date had the Optionee remained in service as a Service Provider through such Performance Determination Date, multiplied by a fraction, the numerator of which is the number of days during which the Optionee remained in service as a Service Provider during the Applicable Year and the denominator of which is 365.

Impact of Certain Terminations of Service. (i) In Except in the event case of a Termination of Service for Cause, in the event of the Optionee by the Company or any Optionee’s Termination of its parents or subsidiaries without Cause or by the Optionee for Good Reason, if (i) Service where the Performance Determination Date for an Applicable Year that has ended prior to the date of Optionee’s Termination of Service has not yet occurred, and (ii) the Optionee signs on or after the date of Optionee’s Termination of Service and before the 21st day following Optionee’s Termination of Service, and does not revoke, a Release, then the Performance Options that would otherwise be eligible to vest and become exercisable on such Performance Determination Date if the Financial Targets for such completed Applicable Year are determined to have been met (including, without limitation, any Performance Options eligible to vest pursuant to Section 2.2(a)(iii)) shall remain eligible to vest and become exercisable on such Performance Determination Date and shall vest and become exercisable to the extent the Administrator determines that the Financial Targets for such Applicable Year have been met; and. (ii) In the event of a Termination of Service of the Optionee by the Company or any of its parents or subsidiaries without Cause or a Termination of Service by the Optionee for Good Reason during an Applicable Year, if Optionee signs on or after the date of Optionee’s Termination of Service and before the 21st 45th day following Optionee’s Termination of Service, and does not revoke, a the Release, then a portion of the Performance Options that would otherwise be eligible to vest and become exercisable on the next Performance Determination Date pursuant to Section 2.2(a) if the Financial Targets for such Applicable Year are determined to have been met (including pursuant to the catch-up provisions of Section 2.2(a)(iii)) shall remain eligible to vest and become exercisable on such Performance Determination Date and shall vest and become exercisable to the extent the Administrator determines that the Financial Targets for such Applicable Year have been met. The number of Performance Options that shall vest and become exercisable under this Section 2.2(c)(ii) shall be equal to the number of Performance Options that would have vested and become exercisable on such Performance Determination Date had the Optionee remained in service as a Service Provider through such Performance Determination Date, multiplied by a fraction, the numerator of which is the number of days during which the Optionee remained in service as a Service Provider during the Applicable Year and the denominator of which is 365. (iii) Except as otherwise provided in Section 2.5, any portion of the Performance Options that is eligible to vest and does not vest pursuant to this Section 2.2(c) shall be immediately forfeited on the applicable Performance Determination Date.