Common use of Termination as a Result of Involuntary Termination or Resignation for Good Reason Clause in Contracts

Termination as a Result of Involuntary Termination or Resignation for Good Reason. In the event of your termination of employment prior to the Employment Date and other than during a Change in Control Period but as a result of your Involuntary Termination or Resignation for Good Reason, any and all unvested Units shall be immediately forfeited; provided, however, that if you are a party to an Other Agreement and such Other Agreement contains provisions regarding the vesting or forfeiture of Units upon Involuntary Termination or Resignation for Good Reason other than during a Change in Control Period (or the substantial equivalent thereof), the unvested Units shall vest or be forfeited in accordance with the terms of your Other Agreement. If such Other Agreement provides for vesting upon Involuntary Termination or Resignation for Good Reason other than during a Change in Control Period (or the substantial equivalent thereof) but does not contain express provisions as to whether and the extent to which performance goals must be met for an award to vest upon such an Involuntary Termination or Resignation for Good Reason (or the substantial equivalent thereof), the amount of the Units that vest upon such an Involuntary Termination or Resignation for Good Reason (or the substantial equivalent thereof) shall be determined as follows: (A) if the Committee has issued its certification in accordance with paragraph (i) of this Section 3 by the date of your termination, in accordance with the Committee’s certification, or (B) if the Committee has not issued its certification in accordance with paragraph (i) of this Section 3 by the date of your termination, as if the Performance Goals had been met at the Target level. Any Units that become vested in accordance with this paragraph (c) shall be settled in Shares as soon as practicable, but not more than ninety (90) days, after the date of termination.

Termination as a Result of Involuntary Termination or Resignation for Good Reason. In the event of your termination of employment prior to the Employment Date and other than during a Change in Control Period but as a result of your Involuntary Termination or Resignation for Good Reason, any and all unvested Units shall be immediately forfeited; provided, however, that if you are a party to an Other Agreement and such Other Agreement contains provisions regarding the vesting or forfeiture of Units upon Involuntary Termination or Resignation for Good Reason other than during a Change in Control Period (or the substantial equivalent thereof), the unvested Units shall vest or be forfeited in accordance with the terms of your Other Agreement. If such Other Agreement provides for vesting upon Involuntary Termination or Resignation for Good Reason other than during a Change in Control Period (or the substantial equivalent thereof) but does not contain express provisions as to whether and the extent to which performance goals must be met for an award to vest upon such an Involuntary Termination or Resignation for Good Reason (or the substantial equivalent thereof), the amount of the Units that vest upon such an Involuntary Termination or Resignation for Good Reason (or the substantial equivalent thereof) shall be determined as follows: (A) if the Committee has issued its certification in accordance with paragraph (i) of this Section 3 by the date of your termination, in accordance with the Committee’s certification, or (B) if the Committee has not issued its certification in accordance with paragraph (i) of this Section 3 by the date of your termination, as if the Performance Goals had been met at the Target Median level. Any Units that become vested in accordance with this paragraph (c) shall be settled in Shares as soon as practicable, but not more than ninety (90) days, after the date of termination.