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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after December 31, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee’s execution of the release of claims in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee’s termination of employment, and all of the Restricted Stock Units shall vest on such date of termination. If such termination occurs prior to December 31, 2020, then on the date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of days of continuous service provided by the Grantee to the Company between July 1, 2020 and the date of termination, and (B) the denominator of which is 184. All Restricted Stock Units that have not vested following such acceleration will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement, if applicable, or, with respect to “Cause” only, in the absence of an Employment Agreement, in the Plan. Any Restricted Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.

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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after December 31August 23, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee’s execution of the release of claims in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee’s termination of employment, and all of the Restricted Stock Units shall vest on such date of termination. If such termination occurs prior to December 31August 23, 2020, then on the date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of days of continuous service provided by the Grantee to the Company between July 1April 20, 2020 and the date of termination, and (B) the denominator of which is 184the lesser of (x) the number of days between the date the Grantee’s employment with the Company began and August 23, 2020, or (y) 126. All Restricted Stock Units that have not vested following such acceleration will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement, if applicable, or, with respect to “Cause” only, in the absence of an Employment Agreement, in the Plan. Any Restricted Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.

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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after December 31, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee’s execution of the release of claims in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee’s termination of employment, and all of the Restricted Stock Units shall vest on such date of termination. If such termination occurs prior to December 31, 2020, then on the date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of days of continuous service provided by the Grantee to the Company between July 1August 24, 2020 and the date of termination, and (B) the denominator of which is 184the lesser of (x) the number of days between the date the Grantee’s employment with the Company began and December 31, 2020, or (y) 130. All Restricted Stock Units that have not vested following such acceleration will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement, if applicable, or, with respect to “Cause” only, in the absence of an Employment Agreement, in the Plan. Any Restricted Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.

Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee’s '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 (provided that this subsection (b) shall apply only if Grantee is a party to an Employment Agreement that provides rights to Grantee upon a termination for Good Reason), and such termination occurs on or after December 31, 2020 but prior to the Vesting Date as set forth in Section 2, then, subject to Grantee’s 's execution of the any release of claims provided for in the form attached to the Employment Agreement, if applicable, or, in the absence of an Employment Agreement, in the form acceptable to the Company, the Vesting Date shall be the effective date of Grantee’s 's termination of employment, and all the number of the Restricted Market Stock Units that shall vest on such date of termination. If such termination occurs prior to December 31, 2020, then on (the date of such termination, the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion "Pro Rata Amount") shall be the product of (i) the number of Restricted Stock Units as set forth in Section 1, multiplied by (ii) a fraction, (A) the numerator of which is the number of days of continuous service provided whole months during the Performance Period that the Grantee was employed by the Grantee to the Company between July 1, 2020 and the date of terminationCompany, and (B) the denominator of which is 184. All Restricted the number of months in the originally stated Performance Period, multiplied by (ii) the greater of (A) the Target Award, or (B) the number of Market Stock Units that have not vested following such acceleration will would vest pursuant to Exhibit A if the Performance Goals that had been achieved as of the Vesting Date were in fact achieved on the End Date of the Performance Period, as further described on Exhibit A. The Pro Rata Amount of Market Stock Units shall be forfeited and settled in Stock issued to the Grantee shall have no further rights with respect to such Restricted Stock Unitsas soon as practicable following the Vesting Date. For purposes of this AgreementSection 3.2, the terms “"Cause” " and “"Good Reason” " shall have the meanings set forth in the Employment Agreement, if applicable, or, with respect to “Cause” only, in the absence of an Employment Agreement, in the Plan. Any Restricted Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.