Common use of Non-Renewal by the Company Clause in Contracts

Non-Renewal by the Company. If the Company elects, pursuant to the first sentence of Section 3 of this Agreement, not to extend the Employment Period and the Executive’s employment hereunder ends on the Scheduled Termination Date, then subject to Section 5(f) hereof, the Executive shall be entitled to receive: (i) the Accrued Benefits, to be paid/provided in accordance with the terms of the applicable plan, program, agreement or benefit or as required by law; (ii) a cash payment (the “Non-Renewal Payment”) equal to the sum of the Base Salary as of the Scheduled Termination Date (disregarding, for this purpose, any reduction in the Base Salary that occurred after the Effective Date) and the average of the Executive’s earned Annual Bonuses for the two (2) calendar years ended immediately prior to the Scheduled Termination Date, to be paid in substantially equal installments consistent with the Company’s payroll practices over the 12 months following the Scheduled Termination Date, with any installment due to be paid prior to the date that the condition described in Section 5(e)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the last installment being paid on or before the first anniversary of the Scheduled Termination Date, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 5(d), the Executive shall continue to receive payments in accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(d); and (iii) Welfare Benefits Continuation for the twelve (12) month period following the Scheduled Date of Termination.

Non-Renewal by the Company. If the Company elects, pursuant to the first sentence of Section 3 of this Agreement, not to extend the Employment Period and the Executive’s employment hereunder ends on the Scheduled Termination Date, then subject to Section 5(f) hereof, the Executive shall be entitled to receive: (i) the Accrued Benefits, to be paid/provided in accordance with the terms of the applicable plan, program, agreement or benefit or as required by law; (ii) a cash payment (the “Non-Non- Renewal Payment”) equal to the sum of the Base Salary as of the Scheduled Termination Date (disregarding, for this purpose, any reduction in the Base Salary that occurred after the Effective Date) and the average of the Executive’s earned Annual Bonuses for the two (2) calendar years ended immediately prior to the Scheduled Termination Date, to be paid in substantially equal installments consistent with the Company’s payroll practices over the 12 months following the Scheduled Termination Date, with any installment due to be paid prior to the date that the condition described in Section 5(e)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the last installment being paid on or before the first anniversary of the Scheduled Termination Date, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 5(d), the Executive shall continue to receive payments in accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(d); and (iii) Welfare Benefits Continuation for the twelve (12) month period following the Scheduled Date of Termination.

Non-Renewal by the Company. If the Company elects, pursuant to the first sentence of Section 3 of this Agreement, not to extend the Employment Period and the Executive’s employment hereunder ends on the Scheduled Termination Date, then subject to Section 5(f) hereof, the Executive shall be entitled to receive: (i) the Accrued Benefits, to be paid/provided in accordance with the terms of the applicable plan, program, agreement or benefit or as required by law; (ii) a cash payment (the “Non-Renewal Payment”) equal to one (1) times the sum of (x) the annual Base Salary as of the Scheduled Termination Date (disregarding, for this purpose, any reduction in the Base Salary that occurred after the Amendment Effective Date) and (y) the average annual Target Bonus as of the Executive’s earned Annual Bonuses for the two (2) calendar years ended immediately prior to the Scheduled Termination Date (disregarding, for the purpose of 1NTD: Not applicable for Xxxxx. determining the Target Bonus, any reduction in Base Salary that occurred after the Amendment Effective Date), to be paid in substantially equal installments consistent with the Company’s payroll practices over the 12 twelve (12) months following the Scheduled Termination Date, with any installment due to be paid prior to the date that the condition described in Section 5(e)(i5(f)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the last installment being paid on or before the first twelve (12) month anniversary of the Scheduled Termination Date, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 5(d), the Executive shall continue to receive payments in accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(d); and (iii) Welfare Benefits Continuation for the twelve (12) month period following the Scheduled Date of Termination; provided, further, however, notwithstanding the foregoing, if termination of employment is in anticipation of or within twelve (12) months following a Change of Control (as defined in the LTIP, as amended), the Non-Renewal Payment will be paid in a cash lump sum within thirty (30) days following the Date of Termination, to the extent permissible under the rules regarding a “short-term deferral” within the meaning of Treasury Regulations Section 1.409A-1(b)(4) of the Code and “separation pay plans” within the meaning of Treasury Regulations Section 1.409A-1(b)(9) of the Code, or as otherwise would not subject the Executive to taxes under Section 409A of the Code. For purposes of the foregoing, a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination is for the principal purpose of avoiding or evading the Company’s or Parent’s compensation obligations that would arise upon a termination following a Change of Control.] 2

Non-Renewal by the Company. If the Company elects, pursuant to the first sentence of Section 3 of this Agreement, not to extend the Employment Period and the Executive’s employment hereunder ends on the Scheduled Termination Date, then subject to Section 5(f) hereof, the Executive shall be entitled to receive: (i) the Accrued Benefits, to be paid/provided in accordance with the terms of the applicable plan, program, agreement or benefit or as required by law; (ii) the Prior Year Bonus (to the extent not yet fully paid), to be paid in cash only when annual bonus amounts are paid to other senior executives of the Company generally but in no event later than two and one-half (2-1/2) months following the calendar year with respect to which such Prior Year Bonus was earned; and (iii) a cash payment (the “Non-Renewal Payment”) equal to three (3) times the sum of (x) the annual Base Salary as of the Scheduled Termination Date (disregarding, for this purpose, any reduction in the Base Salary that occurred after the Amendment Effective Date) and (y) the average annual Target Bonus as of the Executive’s earned Annual Bonuses for the two (2) calendar years ended immediately prior to the Scheduled Termination Date (disregarding, for the purpose of determining the Target Bonus, any reduction in Base Salary that occurred after the 2NTD: Applicable to all U.S. NEOs other than Stack. Amendment Effective Date), to be paid in substantially equal installments consistent with the Company’s payroll practices over the 12 twenty-four (24) months following the Scheduled Termination Date, with any installment due to be paid prior to the date that the condition described in Section 5(e)(i5(f)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the last installment being paid on or before the first twenty-four (24) month anniversary of the Scheduled Termination Date, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 5(d), the Executive shall continue to receive payments in accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(d); and (iiiiv) Welfare Benefits Continuation for the twelve twenty-four (1224) month period following the Scheduled Date of Termination, in accordance with Section 5(a)(i)(D); provided, further, however, notwithstanding the foregoing, if termination of employment is in anticipation of or within twelve (12) months following a Change of Control (as defined in the LTIP as modified by Section 2(c)(iv) hereof)), the Non-Renewal Payment will be paid in a cash lump sum within thirty (30) days following the Date of Termination, to the extent permissible under the rules regarding a “short-term deferral” within the meaning of Treasury Regulations Section 1.409A-1(b)(4) of the Code and “separation pay plans” within the meaning of Treasury Regulations Section 1.409A-1(b)(9) of the Code, or as otherwise would not subject the Executive to taxes under Section 409A of the Code. For purposes of the foregoing, a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination is for the principal purpose of avoiding or evading the Company’s or Parent’s compensation obligations that would arise upon a termination following a Change of Control.] 3