Common use of Termination Due to Expiration of the Term Clause in Contracts

Termination Due to Expiration of the Term. If the Executive’s employment is terminated due to expiration of the Term pursuant to Section 2.2, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to the Fiscal Year in which the Date of Termination occurs, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the one (1)-year period beginning on the first payroll date that follows Xxxxx 00, 0000, (xx) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (iv) during the two (2)-year period beginning on March 1, 2021 (such period, the “Post-Expiration Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on March 1, 2021 at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Post-Expiration Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-Up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations.

Termination Due to Expiration of the Term. If the Executive’s employment is terminated due to expiration of the Term pursuant to Section 2.2, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination Termination, and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to the Fiscal Year in which the Date of Termination occurs, and (II) 13085% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the one (1)-year period beginning on the first payroll date that follows Xxxxx 00, 0000, (xx) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (iv) during the two (2)-year period beginning on March 1, 2021 (such period, the “Post-Expiration Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on March 1, 2021 at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Post-Expiration Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-Up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. Notwithstanding the foregoing, if the Executive’s employment is terminated due to expiration of the Term pursuant to Section 2.2 during a Change in Control Period, then the amount provided for in (i) above shall be paid to the Executive in one lump sum payment on the thirtieth (30th) day following the Date of Termination.

Termination Due to Expiration of the Term. If the ExecutiveUpon termination of Employee’s employment is terminated due to the expiration of the Term pursuant to Section 2.2(which, for the avoidance of doubt, is not a termination other than for Cause for purposes of this Agreement), then (i) the Company shall pay the Executive an amount equal to the sum of (x) the Annual Employee his Base Salary as in effect immediately prior to the Date of Termination and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to the Fiscal Year in which the Date of Termination occursSalary, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs)less applicable tax withholdings, payable in equal biweekly installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing for a period of payments under this provision for purposes of Section 409A), during the one (1)-year period beginning on the first payroll date that follows Xxxxx 00, 0000, (xx) all unvested Equity Awards that, on and 18-months following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon Employee’s termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (iv) during the two (2)-year period beginning on March 1, 2021 (such period, the “Post-Expiration Salary Continuation Period” and such payments, the “Cash Severance Payments”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on March 1, 2021 at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, (ii) the Company shall provide to pay Employee within 30 days of the Executive and her eligible dependents, if applicable, substantially similar benefits during the Post-Expiration Continuation Perioddate of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(i) below); provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to (iii) the Company at shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the same time that premium payments are due for date of termination and the month end of the Salary Continuation Period an amount equal to the full monthly premium payments required premiums charged by the Company to maintain COBRA benefits continuation coverage for such coverage. The Company shall reimburse Employee and Employee’s eligible dependents to the Executive monthly extent such coverage is then in place; (iv) any compensation awards of Employee based on, or in the Health Payment no later form of, Company equity that were granted prior to February 15, 2012 (e.g. restricted stock, restricted stock units, stock options or similar instruments granted prior to February 15, 2012) (“Equity Awards”) and that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the next payroll date of the Company that occurs after termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the premium fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the month fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is paid by 18 months following the Executive. In additiondate of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on each date on a pro rata basis for the year in which the monthly Health Payments are madetermination of employment occurs, the Company shall pay any such payment to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment be paid to the Executive (if at all) based on actual performance during the period year in which termination has occurred and based on the number of time days of employment during which the Executive would be entitled such year relative to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-Up Payment shall be reimbursed to the Executive 365 days (payable in a manner that complies with lump sum at the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationstime such annual bonus would otherwise have been paid.

Termination Due to Expiration of the Term. If the ExecutiveUpon termination of Employee’s employment is terminated due to the expiration of the Term pursuant to Section 2.2(which, for the avoidance of doubt, is not a termination other than for Cause for purposes of this Agreement), then (i) the Company shall pay the Executive an amount equal to the sum of (x) the Annual Employee his Termination Base Salary as in effect immediately prior to the Date of Termination and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to the Fiscal Year in which the Date of Termination occursSalary, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs)less applicable tax withholdings, payable in equal biweekly installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing for a period of payments under this provision for purposes of Section 409A), during the one (1)-year period beginning on the first payroll date that follows Xxxxx 00, 0000, (xx) all unvested Equity Awards that, on and 18-months following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon Employee’s termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (iv) during the two (2)-year period beginning on March 1, 2021 (such period, the “Post-Expiration Salary Continuation Period” and such payments, the “Cash Severance Payments”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on March 1, 2021 at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, (ii) the Company shall provide to pay Employee within 30 days of the Executive and her eligible dependents, if applicable, substantially similar benefits during the Post-Expiration Continuation Perioddate of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(i) below); provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to (iii) the Company at shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the same time that premium payments are due for date of termination and the month end of the Salary Continuation Period an amount equal to the full monthly premium payments required premiums charged by the Company to maintain COBRA benefits continuation coverage for such coverage. The Company shall reimburse Employee and Employee’s eligible dependents to the Executive monthly extent such coverage is then in place; (iv) any compensation awards of Employee based on, or in the Health Payment no later form of, Company equity that were granted prior to February 15, 2012 (e.g. restricted stock, restricted stock units, stock options or similar instruments granted prior to February 15, 2012) (“Equity Awards”) and that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the next payroll date of the Company that occurs after termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the premium fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the month fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Award made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is paid by 18 months following the Executive. In additiondate of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on each date on a pro rata basis for the year in which the monthly Health Payments are madetermination of employment occurs, the Company shall pay any such payment to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment be paid to the Executive (if at all) based on actual performance during the period year in which termination has occurred and based on the number of time days of employment during which the Executive would be entitled such year relative to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-Up Payment shall be reimbursed to the Executive 365 days (payable in a manner that complies with lump sum at the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationstime such annual bonus would otherwise have been paid.