Common use of Qualifying Terminations Clause in Contracts

Qualifying Terminations. (a) If the Executive’s employment is terminated in a Qualifying Termination during the Employment Period, in addition to the Accrued Amounts, the Executive shall be entitled to (i) a payment equal to one and one-half (1 ½) times (two (2) times if such termination is a Change in Control-Related Termination) the sum of his Base Salary at the rate in effect immediately prior to the Termination Date plus the Target Annual Bonus Opportunity for the year of such termination (the “Severance”); (ii) continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his dependents) of medical, dental, disability and life insurance benefits that the Executive would otherwise be eligible to receive as an active employee of the Company (“Benefit Continuation”) for twelve (12) months following the Termination Date or, if earlier with respect to any particular benefit being continued, until the Executive becomes eligible for comparable benefits from a subsequent employer, which period of coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 4980B of the Code and any similar state law and (iii) the accelerated vesting of any equity or equity-based compensation (other than the Stock Units) held by the Executive as of the Termination Date, subject in the case of performance vesting awards that are intended to be exempt from the application of Section 162(m) of the Code, to the satisfaction of applicable performance criteria. (b) The Company’s obligations to pay or provide any of the benefits pursuant to Section 3.2(a) shall be conditioned upon the Executive having executed and delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and the period (if any) during which the Release can be revoked having expired within fifty-two (52) days after the Executive’s Termination Date. Subject to the previous sentence and to Section 6.3, the Severance, will be paid to the Executive on the first payroll date following the date that coincides with or immediately follows the date that is fifty-two (52) days following the date of the Executive’s Termination Date. (c) If participation in any of the Company plans or programs necessary to provide the benefits continuation described in Section 3.2(a) is not permitted under the terms of any plan or program, the Company shall arrange at its own expense to provide the Executive with benefits substantially similar to those which the Executive would have been entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the right to have assigned to him, at no cost and with no apportionment of unpaid premiums, any assignable life insurance policy relating specifically to him.

Qualifying Terminations. (a) If the Executive’s employment is terminated in a Qualifying Termination during the Employment Period, in addition to the Accrued Amounts, the Executive shall be entitled to (i) a payment equal to one and one-half two (1 ½2) times (two three (23) times if such termination is a Change in Control-Related Termination) the sum of his Base Salary at the rate in effect immediately prior to the Termination Date plus the Target Annual Bonus Opportunity for the year of such termination (the “Severance”); (ii) continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his dependents) of medical, dental, disability and life insurance benefits that the Executive would otherwise be eligible to receive as an active employee of the Company (“Benefit Continuation”) for twelve (12) months following the Termination Date or, if earlier with respect to any particular benefit being continued, until the Executive becomes eligible for comparable benefits from a subsequent employer, which period of coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 4980B of the Code and any similar state law and (iii) the accelerated vesting of any equity or equity-based compensation (other than the Stock Units) held by the Executive as of the Termination Date, subject in the case of performance vesting awards that are intended to be exempt from the application of Section 162(m) of the Code, to the satisfaction of applicable performance criteria. (b) The Company’s obligations to pay or provide any of the benefits pursuant to Section 3.2(a) shall be conditioned upon the Executive having executed and delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and the period (if any) during which the Release can be revoked having expired within fifty-two (52) days after the Executive’s Termination Date. Subject to the previous sentence and to Section 6.3, the Severance, will be paid to the Executive on the first payroll date following the date that coincides with or immediately follows the date that is fifty-two (52) days following the date of the Executive’s Termination Date. (c) If participation in any of the Company plans or programs necessary to provide the benefits continuation described in Section 3.2(a) is not permitted under the terms of any plan or program, the Company shall arrange at its own expense to provide the Executive with benefits substantially similar to those which the Executive would have been entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the right to have assigned to him, at no cost and with no apportionment of unpaid premiums, any assignable life insurance policy relating specifically to him.

Qualifying Terminations. (a) If the Executive’s employment is terminated in a Qualifying Termination during the Employment Period, in addition to the Accrued Amounts, the Executive shall be entitled to (i) a payment equal to one and one-half (1 ½) times (two (2) times if such termination is a Change in Control-Related Termination) the sum of his her Base Salary at the rate in effect immediately prior to the Termination Date plus the Target Annual Bonus Opportunity for the year of such termination (the “Severance”); (ii) continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his her dependents) of medical, dental, disability and life insurance benefits that the Executive would otherwise be eligible to receive as an active employee of the Company (“Benefit Continuation”) for twelve (12) months following the Termination Date or, if earlier with respect to any particular benefit being continued, until the Executive becomes eligible for comparable benefits from a subsequent employer, which period of coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 4980B of the Code and any similar state law and (iii) the accelerated vesting of any equity or equity-based compensation (other than the Stock Units) held by the Executive as of the Termination Date, subject in the case of performance vesting awards that are intended to be exempt from the application of Section 162(m) of the Code, to the satisfaction of applicable performance criteria. (b) The Company’s obligations to pay or provide any of the benefits pursuant to Section 3.2(a) shall be conditioned upon the Executive having executed and delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and the period (if any) during which the Release can be revoked having expired within fifty-two (52) days after the Executive’s Termination Date. Subject to the previous sentence and to Section 6.3, the Severance, will be paid to the Executive on the first payroll date following the date that coincides with or immediately follows the date that is fifty-two (52) days following the date of the Executive’s Termination Date. (c) If participation in any of the Company plans or programs necessary to provide the benefits continuation described in Section 3.2(a) is not permitted under the terms of any plan or program, the Company shall arrange at its own expense to provide the Executive with benefits substantially similar to those which the Executive would have been entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the right to have assigned to him, at no cost and with no apportionment of unpaid premiums, any assignable life insurance policy relating specifically to him.

Qualifying Terminations. (aSubject to Sections 3.2(a)(ii) If and 3.2(a)(iv) below, if, during the Employment Period, the Executive’s employment is terminated in a “Qualifying Termination during the Employment PeriodTermination” (as defined below), in addition to the Accrued Amounts, the Executive shall be entitled to to: (iA) a payment in an amount equal to one and one-half (1 ½1.5) times (two (2) times if such termination is a Change in Control-Related Termination) the sum of his the Base Salary (at the rate in effect immediately prior to on the Termination Date Date) plus the Target Annual Bonus Opportunity for the year of such termination in which the Termination Date occurs, payable in substantially equal installments during the Severance Period in accordance with the Company’s regular payroll practices (the “SeveranceSeverance Payments”); , (iiB) in satisfaction of the Company’s obligations to the Executive under COBRA, family healthcare benefits, including but not limited to hospital, major medical, pharmaceutical, vision, and dental benefits (paid for by the Company with the Executive retaining the responsibility for the employee portion of the premium) continuation on the same terms as an active employee (including, where applicable, coverage for the Executive and his dependents) of medical, dental, disability and life insurance benefits that the Executive would otherwise be eligible to receive as an active employee duration of the Company Severance Period (“Benefit Continuation”) for twelve (12) months following the Termination Date or, if earlier with respect to any particular benefit being continuedearlier, until the Executive becomes is eligible for comparable to receive substantially equivalent healthcare benefits from a subsequent employer), if and to the extent such coverage would not subject the Company or any of its affiliates or subsidiaries to any tax or other penalty under The Patient Protection and Affordable Care Act or other applicable law (the “Benefit Continuation”); provided, that, if such coverage cannot be provided without tax or other penalty or for any other reason the Company shall instead pay to the Executive monthly during the Benefit Continuation period an amount equal to the amount the Company would have paid had the Benefit Continuation been provided for the family healthcare benefits in which period the Executive was participating as of coverage shall be credited against the Termination Date, (C) the Executive’s Annual Bonus for the calendar year preceding the year in which the Termination Date occurs, if and only to the extent earned based solely upon the Company’s obligation performance criteria (with any personal performance criteria being deemed to permit the Executive to elect continuation coverage under Section 4980B be met at 100%) but unpaid as of the Code Termination Date, (D) a pro-rated portion of Executive’s Annual Bonus for the calendar year in which the Termination Date occurs, which pro-rata Annual Bonus is equal to the greater of the Target Annual Bonus Opportunity in this Agreement or for the year in which the Termination Date occurs multiplied by a fraction where the numerator is the number of calendar days from January 1 of the year in which the Termination Date occurs until the Termination Date and any similar state law the denominator is 365, (the “Pro Rata Bonus” and, together with sub-section 3.2(a)(i)(C), the “Accrued Bonuses”) and (iiiE) the accelerated vesting with respect to each nonqualified stock option and other equity incentive award of any equity or equity-based compensation (other than the Stock Units) held by Parent issued and outstanding to the Executive as of the Termination DateDate under any equity incentive plan maintained by Parent from time to time (including but not limited to the Parent 2015 Long-Term Equity Incentive Plan and the Parent 2021 Incentive Plan)) (each, subject an “Equity Incentive Award”), and notwithstanding anything to the contrary in either the 2015 LTIP or the Parent 2021 Incentive Plan, as applicable, or any underlying grant notices or agreements, accelerated vesting of the portion (if any) of such Equity Incentive Award scheduled to vest by its terms during the one year period following the Termination Date (subject, in the case of performance vesting awards that are intended subject to be exempt from performance-based vesting, solely as to the application of Section 162(m) Company’s attainment of the Code, to the satisfaction of applicable performance criteria. (bCompany performance-vesting requirements during such one year period) The Company’s obligations to pay or provide any of the benefits pursuant to Section 3.2(a) shall be conditioned upon the Executive having executed and delivered to the Company the release of claims substantially in the form attached hereto as Exhibit A (the “ReleaseNext Vesting Tranche”); provided, however, that solely with respect to the IPO Grants, if a Qualifying Termination occurs within one (1) year following the applicable date of grant of the IPO Grant, the Executive will vest in a pro rata portion of the Next Vesting Tranche of such IPO Grant equal to the portion of such IPO Grant scheduled to vest by its terms on the second (2nd) anniversary of the applicable grant date multiplied by a fraction, the numerator of which is the sum of the number of completed months worked from the applicable grant date through the Termination Date plus twelve (12) and the period denominator of which is twenty-four (24). Notwithstanding the foregoing, if any) during which the Release can be revoked having expired within fifty-two (52) days after the Executive’s Termination Date. Subject employment is terminated by the Company for having willfully and materially violated a material Company policy that results in demonstrable damage to the previous sentence and to Section 6.3business or reputation of the Company, unless the violation meets one of the reasons for Cause under Sections 3.2(b)(1)(A) or 3.2(b)(1)(B), the Severance, termination will be paid to treated as without Cause but the Executive on the first payroll date following the date that coincides with or immediately follows the date that is fifty-two accelerated vesting provided in clause (52E) days following the date of the Executive’s Termination Dateabove will not apply. (c) If participation in any of the Company plans or programs necessary to provide the benefits continuation described in Section 3.2(a) is not permitted under the terms of any plan or program, the Company shall arrange at its own expense to provide the Executive with benefits substantially similar to those which the Executive would have been entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the right to have assigned to him, at no cost and with no apportionment of unpaid premiums, any assignable life insurance policy relating specifically to him.