Common use of Termination by the Company without Cause or by the Grantee for Good Reason Clause in Contracts

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the number of Restricted Stock Units that will vest on the Date of Termination shall be the excess of (x) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of full months since the Grant Date during which Grantee was employed by the Company and the denominator of which is 36, over (y) the number of Restricted Stock Units that have previously vested in accordance with Section 2, and the Company shall issue the Stock underlying such vested Restricted Stock Units to the Grantee on or about the Date of Termination. For purposes of this Section 3.2, the terms "Good Reason" and "Cause" shall have the meanings set forth in the Employment Agreement, or in the absence of an Employment Agreement, the term "Cause" shall have the meaning given to it in the Plan, and the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the Vesting Date shall be the effective date of Grantee's termination of employment, and the number of Restricted Market Stock Units that will shall vest on (the Date of Termination "Pro Rata Amount") shall be the excess product of (xi) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of full whole months since during the Grant Date during which Performance Period that the Grantee was employed by the Company Company, and the denominator of which is 36the number of months in the originally stated Performance Period, over multiplied by (yii) the number of Restricted Market Stock Units that have previously vested would vest pursuant to Exhibit A if the Performance Goals that had been achieved as of the Vesting Date were in accordance with Section 2fact achieved on the End Date of the Performance Period, and the Company shall issue the Stock underlying such vested Restricted as further described on Exhibit A. The Pro Rata Amount of Market Stock Units shall be settled in Stock issued to the Grantee on or about as soon as practicable following the Date of TerminationVesting Date. For purposes of this Section 3.2, the terms "Good ReasonCause" and "CauseGood Reason" shall have the meanings set forth in the Employment Agreement, or in the absence of an Employment Agreement, the term "Cause" shall have the meaning given to it in the Plan, and the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (ai) is involuntarily terminated by the Company for any reason other than termination for Cause, or (bii) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the number of Restricted Stock Units shares subject to this Option that will vest become exercisable on the Date date of Termination termination shall be the excess of (x) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of full months since the Grant Date during which Grantee was employed by the Company and the denominator of which is 36, over (y) the number of Restricted Stock Units shares subject to this Option that have previously vested become exercisable in accordance with Section 2, and the Company shall issue the Stock underlying such vested Restricted Stock Units 3. All shares subject to this Option granted hereunder that are exercisable may be exercised by the Grantee on for a period of three months from the date of such termination of employment or about until the Date of Termination. For purposes expiration of this Section 3.2Option's term, whichever period is the terms "Good Reason" and "Cause" shall have the meanings set forth in the Employment Agreement, or in shorter. In the absence of an Employment Agreement, the term "Cause" shall have the meaning given to it in the Plan, and the term "Good Reason" shall mean (iA) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (iiB) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee's employment with the Company (a) is involuntarily terminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee's execution of any release of claims provided for in the Employment Agreement, if applicable, the number of Restricted Stock Units that will vest on the Date of Termination shall be the excess of (x) the NUMBER OF SHARES multiplied by a fraction, the numerator of which is the number of full months since the Grant Date during which Grantee was employed by the Company and the denominator of which is 36, over (y) the number of Restricted Stock Units that have previously vested in accordance with Section 2, and the Company shall issue the Stock underlying such vested Restricted Stock Units to the Grantee on or about the Date of Termination. For purposes of this Section 3.2, the terms "Good Reason" and "Cause" shall have the meanings set forth in the Employment Agreement, or in the absence of an Employment Agreement, the term "Cause" shall have mean (i) a felony conviction of Grantee or the meaning given failure of Grantee to it in contest prosecution for a felony, or (ii) Grantee's willful misconduct or dishonesty, which is directly and materially harmful to the Planbusiness or reputation of the Company or any of its affiliates, and the term "Good Reason" shall mean (i) a material reduction in the Grantee's base salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title), or (ii) a requirement by the Company to relocate the Grantee to a location that is greater than 25 miles from the location of the office in which the Grantee performs his or her duties at the time of such relocation.