Common use of Qualifying Termination During Performance Period Clause in Contracts

Qualifying Termination During Performance Period. Subject to Section 2.1(b) hereof, if the Participant’s service as an Employee is terminated during the Performance Period: (i) By the Company without Cause or by the Participant for Good Reason, then a portion of the Participant’s Bonus Pool Interest determined by multiplying such Bonus Pool Interest by the Pro Rata Vesting Ratio will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date, and any portion of the Bonus Pool Interest which does not vest in accordance with this Section 2.3(b)(i) will be forfeited upon such termination and will not be eligible for any payout; or (ii) Due to the Participant’s death or Disability, then the Participant’s entire Bonus Pool Interest will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date (determined with respect to the Participant’s entire Bonus Pool Interest). Any Award Value that becomes payable in respect of Bonus Pool Interests that vest under this Section 2.3(b) will be paid in a number of fully vested shares of Common Stock (rounded down to the nearest whole share) determined by dividing the dollar amount of the applicable Award Value (if any) by the Determination Date Per Share Value, with any such shares of Common Stock paid to the Participant on or about the date that vested shares of Common Stock are delivered to Participants in the 2016 OPP generally in respect of Award Value vesting on the Determination Date but in any event, no later than fifteenth (15th) day of the third (3rd) month following the Determination Date, provided, however, that if the Determination Date occurs upon the consummation of a Change in Control (other than a Non-Transactional Change in Control), then the Transaction Price shall be used in lieu of the Determination Date Per Share Value for purposes of calculating the number of vested shares of Common Stock paid pursuant to this paragraph.

Qualifying Termination During Performance Period. Subject to Section 2.1(b) hereof, if the Participant’s service as an Employee is terminated during the Performance Period: (i) By the Company without Cause or by the Participant for Good Reason, then a portion of the Participant’s Bonus Pool Interest determined by multiplying such Bonus Pool Interest by the Pro Rata Vesting Ratio will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date, and any portion of the Bonus Pool Interest which does not vest in accordance with this Section 2.3(b)(i) will be forfeited upon such termination and will not be eligible for any payout; or (ii) Due to the Participant’s death or Disability, then the Participant’s entire Bonus Pool Interest will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date (determined with respect to the Participant’s entire Bonus Pool Interest). Any Award Value that becomes payable in respect of Bonus Pool Interests that vest under this Section 2.3(b) will be paid in a number of fully vested shares of Common Stock (rounded down to the nearest whole share) determined by dividing the dollar amount of the applicable Award Value (if any) by the Determination Date Per Share Value, with any such shares of Common Stock paid to the Participant on or about the date that vested shares of Common Stock are delivered to Participants in the 2016 2015 OPP generally in respect of Award Value vesting on the Determination Date but in any event, no later than fifteenth (15th) day of the third (3rd) month following the Determination Date, provided, however, that if the Determination Date occurs upon the consummation of a Change in Control (other than a Non-Transactional Change in Control), then the Transaction Price shall be used in lieu of the Determination Date Per Share Value for purposes of calculating the number of vested shares of Common Stock paid pursuant to this paragraph.

Qualifying Termination During Performance Period. Subject to Section 2.1(b) hereof, if the Participant’s service as an Employee is terminated during the Performance Period: (i) By the Company without Cause or by the Participant for Good Reason, then a portion of the Participant’s Bonus Pool Interest determined by multiplying such Bonus Pool Interest by the Pro Rata Vesting Ratio will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date, and any portion of the Bonus Pool Interest which does not vest in accordance with this Section 2.3(b)(i) will be forfeited upon such termination and will not be eligible for any payout; or (ii) Due to the Participant’s death or Disability, then the Participant’s entire Bonus Pool Interest will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date (determined with respect to the Participant’s entire Bonus Pool Interest). Any Award Value that becomes payable in respect of Bonus Pool Interests that vest under this Section 2.3(b) will be paid in a number of fully vested shares of Common Stock (rounded down to the nearest whole share) determined by dividing the dollar amount of the applicable Award Value (if any) by the Determination Date Per Share Value, with any such shares of Common Stock paid to the Participant on or about the date that vested shares of Common Stock are delivered to Participants in the 2016 2014 OPP generally in respect of Award Value vesting on the Determination Date but in any event, no later than fifteenth (15th) day of the third (3rd) month following the Determination Date, provided, however, that if the Determination Date occurs upon the consummation of a Change in Control (other than a Non-Transactional Change in Control), then the Transaction Price shall be used in lieu of the Determination Date Per Share Value for purposes of calculating the number of vested shares of Common Stock paid pursuant to this paragraph.

Qualifying Termination During Performance Period. Subject to Section 2.1(b) hereof, if the Participant’s service as an Employee is terminated during the Performance Period: (i) By the Company without Cause or by the Participant for Good Reason, then a portion of the Participant’s Bonus Pool Interest determined by multiplying such Bonus Pool Interest by the Pro Rata Vesting Ratio will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date, and any portion of the Bonus Pool Interest which does not vest in accordance with this Section 2.3(b)(i) will be forfeited upon such termination and will not be eligible for any payout; or (ii) Due to the Participant’s death or Disability, then the Participant’s entire Bonus Pool Interest will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date (determined with respect to the Participant’s entire Bonus Pool Interest). Any Award Value that becomes payable in respect of Bonus Pool Interests that vest under this Section 2.3(b) will be paid in a number of fully vested shares of Common Stock (rounded down to the nearest whole share) determined by dividing the dollar amount of the applicable Award Value (if any) by the Determination Date Per Share Value, with any such shares of Common Stock paid to the Participant on or about the date that vested shares of Common Stock are delivered to Participants in the 2016 2013 OPP generally in respect of Award Value vesting on the Determination Date but in any event, no later than fifteenth (15th) day of the third (3rd) month following the Determination Date, provided, however, that if the Determination Date occurs upon the consummation of a Change in Control (other than a Non-Transactional Change in Control), then the Transaction Price shall be used in lieu of the Determination Date Per Share Value for purposes of calculating the number of vested shares of Common Stock paid pursuant to this paragraph.

Qualifying Termination During Performance Period. Subject to Section 2.1(b) hereof, if the Participant’s service as an Employee is terminated during the Performance Period: (i) By the Company without Cause or by the Participant for Good Reason, then a portion of the Participant’s Bonus Pool Interest determined by multiplying such Bonus Pool Interest by the Pro Rata Vesting Ratio will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date, and any portion of the Bonus Pool Interest which does not vest in accordance with this Section 2.3(b)(i) will be forfeited upon such termination and will not be eligible for any payout; or (ii) Due to the Participant’s death or Disability, then the Participant’s entire Bonus Pool Interest will time-vest immediately prior to such termination and remain eligible for payment of the Award Value following the Determination Date (determined with respect to the Participant’s entire Bonus Pool Interest). Any Award Value that becomes payable in respect of Bonus Pool Interests that vest under this Section 2.3(b) will be paid in a number of fully vested shares of Common Stock (rounded down to the nearest whole share) determined by dividing the dollar amount of the applicable Award Value (if any) by the Determination Date Per Share Value, with any such shares of Common Stock paid to the Participant on or about the date that vested shares of Common Stock are delivered to Participants in the 2016 2012 OPP generally in respect of Award Value vesting on the Determination Date but in any event, no later than fifteenth (15th) day of the third (3rd) month following the Determination Date, provided, however, that if the Determination Date occurs upon the consummation of a Change in Control (other than a Non-Transactional Change in Control), then the Transaction Price shall be used in lieu of the Determination Date Per Share Value for purposes of calculating the number of vested shares of Common Stock paid pursuant to this paragraph.