Common use of Termination by the Company without Cause; Termination by the Executive with Good Reason; Disability Clause in Contracts

Termination by the Company without Cause; Termination by the Executive with Good Reason; Disability. Subject to Section 5.l(e), if the Executive’s employment is terminated involuntarily by the Company without Cause, by the Company due to Disability, or voluntarily by the Executive with Good Reason, the Company shall pay or provide to the Executive (or the Executive’s guardian, if applicable): (i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law; (ii) The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; (iii) A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives; (iv) Severance equal to one (1) times the Executive’s annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in a single lump sum; provided, however, that if the Executive’s termination is due to Disability, the total amount payable pursuant to this Section 5.l(b)(iv) shall be reduced by the total amount of all disability benefits payable to the Executive pursuant to employee benefit plans of any Company Entity during the period of such installment payments; and (v) During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is twelve (12) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, the Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company. It is understood and agreed that this severance includes, and is not in addition to, the amount of the severance set forth by the Labor Code of Panama for termination by the employer without cause.

Termination by the Company without Cause; Termination by the Executive with Good Reason; Disability. Subject to Section 5.l(e5.1(e), if the Executive’s employment is terminated involuntarily by the Company without Cause, by the Company due to Disability, or voluntarily by the Executive with Good Reason, the Company shall pay or provide to the Executive (or the Executive’s guardian, if applicable): (i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law; (ii) The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; (iii) A If the Executive is employed for at least nine (9) months of a calendar year, a pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives;; provided that if at any time the Compensation Committee of the Parent adopts a different policy for similarly situated U.S. senior executives regarding such terminations during a calendar year, such policy shall apply; provided further, that for calendar year 2018, a pro-rated Annual Bonus from the Effective Date shall apply. (Any individual performance rating will be at the discretion of the CEO.) (iv) Severance equal to one (1) times the Executive’s annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in equal installments over a single lump sumtwelve- (12-) month period commencing on the sixtieth (60th) day following the Date of Termination in accordance with the Company's standard payroll cycle; provided, however, that if the Executive’s termination is due to Disability, the total amount payable pursuant to this Section 5.l(b)(iv5.1(b)(iv) shall be reduced by the total amount of all disability benefits payable to the Executive pursuant to employee benefit plans of any Company Entity during the period of such installment payments; and (v) During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is twelve (12) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, the Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company. It is understood and agreed that this severance includes, and is not in addition to, the amount of the severance set forth by the Labor Code of Panama for termination by the employer without cause.

Termination by the Company without Cause; Termination by the Executive with Good Reason; Disability. Subject to Section 5.l(e5.1(e), if the Executive’s employment is terminated involuntarily by the Company without Cause, by the Company due to Disability, or voluntarily by the Executive with Good Reason, the Company shall pay or provide to the Executive (or the Executive’s guardian, if applicable): (i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law; (ii) The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; (iii) A If the Executive is employed for at least nine (9) months of a calendar year, a pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives;; provided that if at any time the Compensation Committee of the Parent adopts a different policy for similarly situated U.S. senior executives regarding such terminations during a calendar year, such policy shall apply. (Any individual performance rating will be at the discretion of the CEO.) (iv) Severance equal to one (1) times the Executive’s annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in equal installments over a single lump sumtwelve- (12-) month period commencing on the sixtieth (60th) day following the Date of Termination in accordance with the Company's standard payroll cycle; provided, however, that if the Executive’s termination is due to Disability, the total amount payable pursuant to this Section 5.l(b)(iv5.1(b)(iv) shall be reduced by the total amount of all disability benefits payable to the Executive pursuant to employee benefit plans of any Company Entity during the period of such installment payments; and (v) During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is twelve (12) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, the Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company. It . (vi) Unless more favorable treatment is understood provided under the terms of a Grant Award Agreement, any unvested equity awards previously granted to the Executive and agreed that this severance includes, and is not in addition to, the amount outstanding as of the severance set forth Date of Termination which are scheduled to vest within a six (6) month period after the Date of Termination will continue to vest through the date that is six (6) months after the Date of Termination. Treatment of any other unvested equity awards will be determined by the Labor Code of Panama for termination by the employer without causeCompany in good faith. Any relevant Grant Award Agreement will be deemed to be modified to reflect this provision.

Termination by the Company without Cause; Termination by the Executive with Good Reason; Disability. Subject to Section 5.l(e5.1(e), if if, during the Employment Period, the Executive’s employment is terminated involuntarily by the Company without Cause, by the Company due to Disability, or voluntarily by the Executive with Good Reason, the Company shall pay or provide to the Executive (or the Executive’s guardian, if applicable): (i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law; (ii) The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; (iii) A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives; (iv) Severance equal to one two (12) times the Executive’s annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in equal installments over a single lump sumtwelve- (12-) month period commencing on the sixtieth (60th) day following the Date of Termination in accordance with the Company’s standard payroll cycle; provided, however, that if the Executive’s termination is due to Disability, the total amount payable pursuant to this Section 5.l(b)(iv5.1(b)(iv) shall be reduced by the total amount of all disability benefits payable to the Executive pursuant to employee benefit plans of any Company Entity during the period of such installment payments; and; (v) During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is twelve (12) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, the Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company. It ; and (vi) With respect to any award held by the Executive in the Parent’s equity, including but not limited to the SAR Award and the Annual Equity Grants, such awards shall continue to vest in accordance with the scheduled vesting dates and the terms of such awards shall apply as if the Executive’s employment with all Company Entities terminated on the date that is understood and agreed twelve (12) months following the Date of Termination for the same reason of termination as under this Agreement; provided, however, that this severance includes, and is not in addition to, the amount if any such awards are property subject to taxation under Section 83 of the severance set forth by Code, such awards shall become vested on the Labor Code of Panama for termination by the employer without cause.Date of

Termination by the Company without Cause; Termination by the Executive with Good Reason; Disability. Subject to Section 5.l(e), if the Executive’s 's employment is terminated involuntarily by the Company without Cause, by the Company due to Disability, or voluntarily by the Executive with Good Reason, the Company shall pay or provide to the Executive (or the Executive’s 's guardian, if applicable): (i) The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law; (ii) The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; (iii) A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s 's actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s 's active executives; (iv) Severance equal to one (1) times the Executive’s 's annual Base Salary at the rate in effect on the Date of Termination, which shall be paid in equal installments over a single lump sumtwelve- (12-) month period commencing on the sixtieth (60th) day following the Date of Termination in accordance with the Company's standard payroll cycle; provided, however, that if the Executive’s 's termination is due to Disability, the total amount payable pursuant to this Section 5.l(b)(iv) shall be reduced by the total amount of all disability benefits payable to the Executive pursuant to employee benefit plans of any Company Entity during the period of such installment payments; and (v) During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is twelve (12) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, the Executive and the Executive’s 's spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s 's spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company. It is understood and agreed that this severance includes, and is not in addition to, the amount of the severance set forth by the Labor Code of Panama for termination by the employer without cause.