Common use of Termination by Officer for Good Reason Clause in Contracts

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 months; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 months; (iv) On or before the last day of the calendar year following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that opportunity (excluding any reduction of up to ten percent (10%) of in Officer’s base salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material generally; provided that such reduction in Officer’s annual base salary or annual bonus opportunity” hereunderopportunity is not greater than ten percent (10%) of Officer’s salary or bonus opportunity on the date hereof), (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding ; provided that, notwithstanding anything to the contrary in the foregoing, Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, following Employer’s failure to the Employer of remedy the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty fifteen (3015) days following Employer’s receipt of written notice from Officer specifying such act or omission; or (v) the Employer’s failure to renew the initial term of employment or any subsequent renewal term. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service“good reason”, Employer shall: shall (iw) With respect to pay the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer ; (or at such earlier time as applicable law requires); (iix) Continue continue to pay Officer the Base Salary compensation provided for in effect at the time Section 4(a) of his Separation from Service, in accordance this Agreement and to provide Officer with the Employer’s customary payroll practices, for a period benefits pursuant to Section 4(c) of 12 months; provided, however, that if such termination occurs within six months this Agreement which he was receiving immediately prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 months; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 months; (iv) On or before the last day of the calendar year following the date of the Officer’s Separation from Service, termination of employment at Employer’s expense for a period of time equal to two years following the date of such termination; (y) pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs, at the end of each of the two years following the date of such termination; and and (vz) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of terminationperformance, such bonus to be paid in a single lump sum no later than March 15th within 30 days of the calendar year following the calendar year in which end of the fiscal year in which the Officer’s Separation from Service occurred endedyear, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity (in effect on June 29, 2006) that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service“good reason”, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March the 15th day of the calendar year third month following the calendar year in which end of the fiscal year in which the such bonus was earned endedis earned, and pay all other Accrued Obligations to the Officer no later than 74 90 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires)Employer; (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary two years. Such payments shall continue for a period of 18 months instead of 12 monthsbegin on the payroll date next following the Officer’s Separation from Service; (iii) Pay For the two-year period immediately following Officer’s Separation from Service, permit the Officer an additional monthly amount equal to $2,000 elect to participate, subject to Officer’s continued payment to the Employer of the “active employee” portion of the plan premiums during such period, in accordance with any employee benefit plans(s) (other than any incentive or bonus plans) maintained by the Employer from time to time for the Employer’s customary payroll practicessimilarly situated active employees, for provided that (A) Officer was participating in such plans at the time of his Separation from Service, (B) such plan(s) permit continued participation by terminated employees and (C) with respect to any such plan subject to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), such coverage is co-extensive with COBRA and Officer makes a period valid election of 24 months;continuation coverage under COBRA. (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March the 15th day of the calendar year third month following the calendar year in which end of the fiscal year in which the Officer’s Separation from Service occurred endedoccurs, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, (A) Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omissionomission and (B) for the avoidance of doubt, Officer’s resignation of his position as Chief Executive Officer of Employer and assumption of the position of Executive Chair of the Board as of the Effective Date shall not constitute “good reason” for purposes of this Agreement or any other agreement between Officer, on the one hand, and Employer or any of its affiliates, on the other hand. If Officer terminates this Agreement for Good Reason“good reason”, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 monthstwo years; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 monthstwo years; (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in Employer’s 2014 Omnibus Incentive Plan, dated as of August 25, 2014 (the “2014 Planplan”)), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 monthstwo years; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 monthstwo years; (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 expire. In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in Employer’s 2014 Omnibus Incentive Plan, dated as of August 25, 2014 (the “2014 Planplan”)), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity (in effect on June 29, 2006) that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, (A) Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omissionomission and (B) for the avoidance of doubt, Officer’s resignation of his position as Chief Executive Officer of Employer and assumption of the position of Executive Chair of the Board as of the Effective Date shall not constitute “good reason” for purposes of this Agreement or any other agreement between Officer, on the one hand, and Employer or any of its affiliates, on the other hand. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service“good reason”, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 90 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary two years. Such payments shall continue for a period of 18 months instead of 12 monthsbegin on the payroll date next following the Officer’s Separation from Service; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 monthstwo years beginning on the date of the Officer’s Separation from Service; (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 months; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 12 months; (iv) On or before the last day of the calendar year following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of [September 16, 2014]), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16[ , 2014]), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in Employer’s 2014 Omnibus Incentive Plan, dated as of [ , 2014] (the “2014 Planplan”)), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, (A) Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omissionomission and (B) for the avoidance of doubt, Officer’s resignation of his position as Chief Executive Officer of Employer and assumption of the position of Executive Chair of the Board as of the Effective Date shall not constitute “good reason” for purposes of this Agreement or any other agreement between Officer, on the one hand, and Employer or any of its affiliates, on the other hand. If Officer terminates this Agreement for Good Reason“good reason”, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 monthstwo years; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 monthstwo years; (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of [September 16, 2014]), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16[ , 2014]), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 expire. In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in Employer’s 2014 Omnibus Incentive Plan, dated as of [ , 2014] (the “2014 Planplan”)), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 90 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary two years. Such payments shall continue for a period of 18 months instead of 12 monthsbegin on the payroll date next following the Officer’s Separation from Service; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 monthstwo years beginning on the date of the Officer’s Separation from Service; (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16, 2014), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead of 12 monthstwo years; (iii) Pay Officer an additional monthly amount equal to $2,000 in accordance with the Employer’s customary payroll practices, for a period of 24 monthstwo years; (iv) On or before the last day of each of the two full calendar year years following the date of the Officer’s Separation from Service, pay Officer an amount equal to Officer’s target annual bonus for the year in which such termination occurs; and (v) Pay Officer a pro rata bonus for the year in which such termination occurs based on Employer’s actual performance as of the date of termination, such bonus to be paid in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the Officer’s Separation from Service occurred ended, provided, however that no such pro rata bonus will be paid if the Officer’s termination occurs in the first six months of such fiscal year. The amounts payable under Subsections (ii), (iii), (iv) and (v) above shall be paid out in accordance with the Company’s payroll practice commencing within 60 days after the Officer’s Separation from Service; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Officer’s Separation from Service. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treas. Reg. § 1.409A-2(b)(2). In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of [September 16, 2014]), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s H Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s H Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding H Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s H Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested H Units shall immediately expire. [In the event such termination for Good Reason occurs prior to the consummation of a Sale of the Company (as such term is defined in the Amended and Restated Securityholders Agreement of NMH Investment, LLC, dated as of September 16[ , 2014]), and, within six months following such termination, a Sale of the Company occurs, then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, notwithstanding anything to the contrary in Section 2.5 of the Officer’s MUSA pursuant to which Officer’s F Units were granted under that certain Seventh Amended and Restated Limited Liability Company Agreement of NMH Investment, LLC, dated as of September 16, 2014, Officer’s F Units that remain outstanding and unvested immediately prior to the date of such termination shall not expire immediately upon such termination and shall instead remain outstanding until the six-month anniversary of such termination, such that, in the event that a Sale of the Company occurs prior to such six-month anniversary, all such outstanding F Units shall be deemed fully vested for purposes of Section 2.5 of the MUSA pursuant to which the Officer’s F Units were granted. In the event that a Sale of the Company does not occur prior to the end of such six-month anniversary, the Officer’s unvested F Units shall immediately expire.]2 expire. In the event such termination for Good Reason occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in Employer’s 2014 Omnibus Incentive Plan, dated as of [ , 2014] (the “2014 Planplan”)), then, subject to the Separation Agreement and Release becoming effective within 60 days of Officer’s Separation from Service, Officer’s then-outstanding Awards (as defined in the 2014 Plan) that would have vested in accordance with their terms solely based upon continued employment, shall not expire upon such termination and shall instead vest in full upon such termination or, if applicable, shall vest in full upon a Change in Control that occurs within six months following such termination. Upon the occurrence of a Change in Control in which such Awards are not assumed by the applicable successor entity, Officer shall be entitled to accelerated vesting of all such then-outstanding Awards whereby such Awards shall, as applicable, be fully exercisable, any vesting conditions or restrictions shall lapse, and such Awards shall be fully vested and nonforfeitable. No other benefits or compensation will be paid or provided to Officer if he is terminated pursuant to this Section 6(c) unless otherwise provided for in the terms of the applicable plan or agreement.