Common use of Termination for Cause or Without Good Reason or Engagement in Prohibited Activity Clause in Contracts

Termination for Cause or Without Good Reason or Engagement in Prohibited Activity. Notwithstanding Sections 4.1(c), 5.1 and 5.2, if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries for Cause at any time or by the Executive without Good Reason during the two year period following the Grant Date, or if the Executive engages in any activity prohibited under Section 10 of Executive’s Employment Agreement, dated as of , 2008, by and among the Executive, Holdings and RTS, during the time that such activity is prohibited (“Prohibited Activity”), then all Class B Units (whether Vested Class B Units or Unvested Class B Units) and all Class C Units (whether Vested Class C Units or Unvested Class C Units) held by such terminated Executive shall expire and be immediately forfeited and canceled in their entirety as of the Termination Date; provided, that solely for purposes of this Section 5.3, the Executive shall be considered to have engaged in a “Prohibited Activity” in the event that (a) the Executive is in material breach of his employment agreement with the Company by engaging in any “Prohibited Activity” that is materially harmful or adverse to the Company or its subsidiaries as determined by the Board in its sole discretion or (b) the Executive is in breach of Section 7.1 of this Agreement (other than as described in the preceding clause (a)) and such breach has not been cured by the Executive or consented to by the Company within 15 days after the Executive’s receipt of written notice by the Company of such breach.

Termination for Cause or Without Good Reason or Engagement in Prohibited Activity. Notwithstanding Sections 4.1(c), 5.1 and 5.2, if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries for Cause at any time or by the Executive without Good Reason during the two year period following the Grant Date, or if the Executive engages in any activity prohibited under Section 10 9 of Executive’s Employment Agreement, dated as of , 2008, by and among the Executive, Holdings and RTS, during the time that such activity is prohibited (“Prohibited Activity”), then all Class B Units (whether Vested Class B Units or Unvested Class B Units) and all Class C Units (whether Vested Class C Units or Unvested Class C Units) held by such terminated Executive shall expire and be immediately forfeited and canceled in their entirety as of the Termination Date; provided, that solely for purposes of this Section 5.3, the Executive shall be considered to have engaged in a “Prohibited Activity” in the event that (a) the Executive is in material breach of his employment agreement with the Company by engaging in any “Prohibited Activity” that is materially harmful or adverse to the Company or its subsidiaries as determined by the Board in its sole discretion or (b) the Executive is in breach of Section 7.1 of this Agreement (other than as described in the preceding clause (a)) and such breach has not been cured by the Executive or consented to by the Company within 15 days after the Executive’s receipt of written notice by the Company of such breach.

Termination for Cause or Without Good Reason or Engagement in Prohibited Activity. Notwithstanding Sections 4.1(c), 5.1 and 5.2, if the Executive’s employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries for Cause at any time or by the Executive without Good Reason during the two year period following the Grant Date, or if the Executive engages in any activity prohibited under Section 10 9 of Executive’s Employment Agreement (the “Employment Agreement, dated as of , 2008, by and among the Executive, Holdings and RTS”), during the time that such activity is prohibited (“Prohibited Activity”), then all Class B Units (whether Vested Class B Units or Unvested Class B Units) and all Class C Units (whether Vested Class C Units or Unvested Class C Units) held by such terminated Executive shall expire and be immediately forfeited and canceled in their entirety as of the Termination Date; provided, that solely for purposes of this Section 5.3, the Executive shall be considered to have engaged in a “Prohibited Activity” in the event that (a) the Executive is in material breach of his employment agreement Employment Agreement with the Company by engaging in any “Prohibited Activity” that is materially harmful or adverse to the Company or its subsidiaries as determined by the Board in its sole discretion or (b) the Executive is in breach of Section 7.1 9 of this his Employment Agreement (other than as described in the preceding clause (a)) and such breach has not been cured by the Executive or consented to by the Company within 15 days after the Executive’s receipt of written notice by the Company of such breach.