Common use of Termination for Clause in Contracts

Termination for. Cause If your Service is terminated for Cause, then you shall immediately forfeit all your rights to the RSUs granted under this Award Agreement. Leaves of Absence For purposes of this Award Agreement, your Service will not be treated as terminated when you go on an employee leave of absence that is approved by Sun in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminated 90 days after the first day of your employee leave, unless your right to return to Service is guaranteed by law or by contract. For purposes of this Option, your Service will be treated as terminated when your approved leave ends, unless you immediately return to Service. Sun shall determine, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes Regardless of any action Sun and/or your employer (the “Employer”) take with respect to any income tax, social insurance, payroll tax, payment on account or other tax-related withholding with respect to this Award Agreement (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is your responsibility and that Sun and/or the Employer: • are not making any representations and are not committing to take any actions regarding any Tax-Related Items, including, but not limited to, the grant of the RSUs, the vesting of the RSUs, the delivery of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired upon vesting of the RSUs, and the receipt of any dividends; and • do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Before any Tax-Related Items become due, you will pay or make adequate arrangements satisfactory to Sun and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following: • withholding from your wages or other cash compensation paid to you by Sun and/or the Employer; • withholding proceeds from the sale of shares of Stock acquired upon vesting of the RSUs; • arranging for the sale of shares of Stock acquired upon vesting of the RSUs; and/or • withholding shares of Stock otherwise deliverable to you, provided that Sun only withholds the number of shares of Stock necessary to satisfy the minimum withholding amount or such other amount as determined by Sun not to result in negative accounting consequences, rounding up to the nearest whole share of Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you will be deemed to have been issued the full number of shares of Stock to which you are entitled pursuant to the vesting of the RSUs even though a portion of those shares of Stock will be withheld for the purpose of satisfying the Tax-Related Items. Further, if you have relocated to a different jurisdiction between the date of grant and the date of any taxable event, you acknowledge that Sun and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Finally, you will pay to Sun or the Employer any amount of Tax-Related Items that Sun or the Employer may be required to withhold or account for as a result of your participation in the Plan or any aspect of the RSUs that cannot be satisfied by any of the means described in the preceding paragraph. Sun may refuse to deliver shares of Stock to you if you fail to meet your obligations for the Tax-Related Items, as described in this section. Nature of Grant In accepting the RSUs, you acknowledge that: • the Plan was established voluntarily by Sun, it is discretionary in nature and it may be modified, amended, suspended or terminated by Sun at any time, unless otherwise provided in the Plan and this Award Agreement; • the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the past; • all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of Sun; • your participation in the Plan is voluntary; • the RSUs and any shares of Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for Service of any kind rendered to Sun or the Employer, and that are outside the scope of your employment contract, if any; • the RSUs and any shares of Stock acquired under the Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Sun or the Employer; • the RSUs will not be interpreted to form an employment contract or relationship with Sun, the Employer or any Affiliate or Subsidiary; • the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; • in consideration of the grant of the RSUs, no claim for compensation or damages may be made as a result of the termination of the RSUs or from a reduction in value of the RSUs or shares of Stock acquired upon vesting of the RSUs as a result of your termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Sun and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award Agreement, you have irrevocably waived your entitlement to pursue such a claim; • Sun is not providing any tax, legal or financial advice, nor is Sun making any recommendations regarding your participation in the Plan; and • you should consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan. Stockholder Rights You do not have any of the rights of a stockholder with respect to the RSUs unless and until the shares of Stock relating to the RSUs have been delivered to you (or an appropriate book entry has been made). In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each of your RSUs. Sun may, in its sole discretion, require that dividends will be reinvested in additional RSUs at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the related RSUs. Forfeiture of Rights To the extent permitted by applicable law, you agree that while you are a Service Provider and for a period of twelve months immediately following your termination of Service, you shall not, directly or indirectly, solicit, induce, recruit or encourage any employees of Sun to leave their employment, either for yourself or any other person or entity. If you should take any of the actions described in the preceding sentence, Sun shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: • a forfeiture of the RSUs subject to this Award Agreement; and • with respect to the period commencing twelve months prior to and ending twelve months following your termination of Service: • a forfeiture of any shares of Stock acquired by you upon the vesting of the RSUs; and • a forfeiture of any gain recognized by you upon the sale of shares of Stock acquired by you upon the vesting of the RSUs. Adjustments In the event of a recapitalization, a stock split, a stock dividend or a similar change in Sun stock, including any change described in the Plan, the number of RSUs covered by this grant will be adjusted in accordance with the terms of the Plan. The RSUs will be subject to the terms of the agreement of merger, liquidation or reorganization in the event Sun is subject to such corporate activity. Applicable Law and Venue This Award Agreement will be interpreted and enforced under the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws principles of that State. Any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to this Award Agreement or the Plan shall be commenced only in a court in the State of Delaware and the parties to this Award Agreement consent to the exclusive jurisdiction of such court. To the extent applicable, you agree to waive your rights to a jury trial for any claim or cause of action based upon or arising out of this Award Agreement or the Plan or any dealings between you and Sun relating to the subject matter of this Award Agreement or the Plan.

Termination for. Cause If your Service is terminated for Cause, then you shall immediately forfeit all your rights to the RSUs granted under this Award Agreement. Leaves of Absence For purposes of this Award Agreement, your Service will not be treated as terminated when you go on an employee leave of absence that is approved by Sun in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminated 90 days after the first day of your employee leave, unless your right to return to Service is guaranteed by law or by contract. For purposes of this Option, your Service will be treated as terminated when your approved leave ends, unless you immediately return to Service. Sun shall determine, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes Regardless of any action Sun and/or your employer (the “Employer”) take takes with respect to any income tax, social insurance, payroll tax, payment on account or other tax-related withholding with respect to this Award Agreement (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is your responsibility and that Sun and/or the EmployerSun: • are is not making any representations and are is not committing to take any actions regarding any Tax-Related Items, including, but not limited to, the grant of the RSUs, the vesting of the RSUs, the delivery of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired upon vesting of the RSUs, and the receipt of any dividends; and • do does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Before any Tax-Related Items become due, you will pay or make adequate arrangements satisfactory to Sun and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following: • withholding from your wages or other cash compensation paid to you by Sun and/or the EmployerSun; • withholding proceeds from the sale of shares of Stock acquired upon vesting of the RSUs; • arranging for the sale of shares of Stock acquired upon vesting of the RSUs; and/or • withholding shares of Stock otherwise deliverable to you, provided that Sun only withholds the number of shares of Stock necessary to satisfy the minimum withholding amount or such other amount as determined by Sun not to result in negative accounting consequences, rounding up to the nearest whole share of Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you will be deemed to have been issued the full number of shares of Stock to which you are entitled pursuant to the vesting of the RSUs even though a portion of those shares of Stock will be withheld for the purpose of satisfying the Tax-Related Items. Further, if you have relocated to a different jurisdiction between the date of grant and the date of any taxable event, you acknowledge that Sun and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Finally, you will pay to Sun or the Employer any amount of Tax-Related Items that Sun or the Employer may be required to withhold or account for as a result of your participation in the Plan or any aspect of the RSUs that cannot be satisfied by any of the means described in the preceding paragraph. Sun may refuse to deliver shares of Stock to you if you fail to meet your obligations for the Tax-Related Items, as described in this section. Nature of Grant In accepting the RSUs, you acknowledge that: • the Plan was established voluntarily by Sun, it is discretionary in nature and it may be modified, amended, suspended or terminated by Sun at any time, unless otherwise provided in the Plan and this Award Agreement; • the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the past; • all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of Sun; • your participation in the Plan is voluntary; • the RSUs and any shares of or Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for Service of any kind rendered to Sun or the Employer, and that are outside the scope of your employment contract, if anySun; • the RSUs and any shares of Stock acquired under the Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Sun or the EmployerSun; • the RSUs will not be interpreted to form an employment contract or relationship with Sun, the Employer Sun or any Affiliate or Subsidiary; • the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; • in consideration of the grant of the RSUs, no claim for compensation or damages may be made as a result of the termination of the RSUs or from a reduction in value of the RSUs or shares of Stock acquired upon vesting of the RSUs as a result of your termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Sun and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award Agreement, you have irrevocably waived your entitlement to pursue such a claim; • Sun is not providing any tax, legal or financial advice, nor is Sun making any recommendations regarding your participation in the Plan; and • you should consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan. Stockholder Rights You do not have any of the rights of a stockholder with respect to the RSUs unless and until the shares of Stock relating to the RSUs have been delivered to you (or an appropriate book entry has been made). In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each of your RSUs. Sun may, in its sole discretion, require that dividends will be reinvested in additional RSUs at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the related RSUs. Forfeiture of Rights To the extent permitted by applicable law, you agree that while you are a Service Provider and for a period of twelve months immediately following your termination of Service, you shall not, directly or indirectly, solicit, induce, recruit or encourage any employees of Sun to leave their employment, either for yourself or any other person or entity. If you should take any of the actions described in the preceding sentence, Sun shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: • a forfeiture of the RSUs subject to this Award Agreement; and • with respect to the period commencing twelve months prior to and ending twelve months following your termination of Service: • a forfeiture of any shares of Stock acquired by you upon the vesting of the RSUs; and • a forfeiture of any gain recognized by you upon the sale of shares of Stock acquired by you upon the vesting of the RSUs. Adjustments In the event of a recapitalization, a stock split, a stock dividend or a similar change in Sun stock, including any change described in the Plan, the number of RSUs covered by this grant will be adjusted in accordance with the terms of the Plan. The RSUs will be subject to the terms of the agreement of merger, liquidation or reorganization in the event Sun is subject to such corporate activity. Applicable Law and Venue This Award Agreement will be interpreted and enforced under the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws principles of that State. Any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to this Award Agreement or the Plan shall be commenced only in a court in the State of Delaware and the parties to this Award Agreement consent to the exclusive jurisdiction of such court. To the extent applicable, you agree to waive your rights to a jury trial for any claim or cause of action based upon or arising out of this Award Agreement or the Plan or any dealings between you and Sun relating to the subject matter of this Award Agreement or the Plan.

Termination for. Cause If your Service is terminated for Cause, then you shall immediately forfeit all your rights to the RSUs granted under this Award Agreement. Leaves of Absence For purposes of this Award Agreement, your Service will not be treated as terminated when you go on an employee leave of absence that is approved by Sun in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminated 90 days after the first day of your employee leave, unless your right to return to Service is guaranteed by law or by contract. For purposes of this Option, your Service will be treated as terminated when your approved leave ends, unless you immediately return to Service. Sun shall determine, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes Regardless of any action Sun and/or or your employer (the “Employer”) take takes with respect to any income tax, social insurance, payroll tax, payment on account or other tax-related withholding with respect to this Award Agreement (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is your responsibility and that Sun and/or the Employer: • are not making any representations and are not committing to take any actions regarding any Tax-Related Items, including, but not limited to, the grant of the RSUs, the vesting of the RSUs, the delivery of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired upon vesting of the RSUs, and the receipt of any dividends; and • do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Before any Tax-Related Items become due, you will pay or make adequate arrangements satisfactory to Sun and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following: • withholding from your wages or other cash compensation paid to you by Sun and/or the Employer; • withholding proceeds from the sale of shares of Stock acquired upon vesting of the RSUs; • arranging for the sale of shares of Stock acquired upon vesting of the RSUs; and/or • withholding shares of Stock otherwise deliverable to you, provided that Sun only withholds the number of shares of Stock necessary to satisfy the minimum withholding amount or such other amount as determined by Sun not to result in negative accounting consequences, rounding up to the nearest whole share of Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you will be deemed to have been issued the full number of shares of Stock to which you are entitled pursuant to the vesting of the RSUs even though a portion of those shares of Stock will be withheld for the purpose of satisfying the Tax-Related Items. Further, if you have relocated to a different jurisdiction between the date of grant and the date of any taxable event, you acknowledge that Sun and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Finally, you will pay to Sun or the Employer any amount of Tax-Related Items that Sun or the Employer may be required to withhold or account for as a result of your participation in the Plan or any aspect of the RSUs that cannot be satisfied by any of the means described in the preceding paragraph. Sun may refuse to deliver shares of Stock to you if you fail to meet your obligations for the Tax-Related ItemsItem obligations, as described in this section. Nature of Grant In accepting the RSUsgrant, you acknowledge that: • the Plan was established voluntarily by Sun, it is discretionary in nature and it may be modified, amended, suspended or terminated by Sun at any time, unless otherwise provided in the Plan and this Award Agreement; • the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the past; • all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of Sun; • your participation in the Plan is voluntary; • the RSUs and any shares of Stock acquired under the Plan are an extraordinary items item that do does not constitute compensation of any kind for Service of any kind rendered to Sun or the Employer, and that are which is outside the scope of your employment contract, if any; • the RSUs and any shares of Stock acquired under the Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Sun or the Employer; • the RSUs will not be interpreted to form an employment contract or relationship with Sun, the Employer or any Affiliate or Subsidiary; • the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; • in consideration of the grant of the RSUs, no claim for compensation or damages may be made as a result of the termination of the RSUs or from a reduction in value of the RSUs or shares of Stock acquired upon vesting of the RSUs as a result of your termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Sun and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award Agreement, you have irrevocably waived your entitlement to pursue such a claim; • Sun is not providing any tax, legal or financial advice, nor is Sun making any recommendations regarding your participation in the Plan; and • you should consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan. Stockholder Rights You do not have any of the rights of a stockholder with respect to the RSUs unless and until the shares of Stock relating to the RSUs have been delivered to you (or an appropriate book entry has been made). In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each of your RSUs. Sun may, in its sole discretion, require that dividends will be reinvested in additional RSUs at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the related RSUs. Forfeiture of Rights To the extent permitted by applicable law, you agree that while you are a Service Provider and for a period of twelve months immediately following your termination of Service, you shall not, directly or indirectly, solicit, induce, recruit or encourage any employees of Sun to leave their employment, either for yourself or any other person or entity. If you should take any of the actions described in the preceding sentence, Sun shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: • a forfeiture of the RSUs subject to this Award Agreement; and • with respect to the period commencing twelve months prior to and ending twelve months following your termination of Service: • a forfeiture of any shares of Stock acquired by you upon the vesting of the RSUs; and • a forfeiture of any gain recognized by you upon the sale of shares of Stock acquired by you upon the vesting of the RSUs. Adjustments In the event of a recapitalization, a stock split, a stock dividend or a similar change in Sun stock, including any change described in the Plan, the number of RSUs covered by this grant will be adjusted in accordance with the terms of the Plan. The RSUs will be subject to the terms of the agreement of merger, liquidation or reorganization in the event Sun is subject to such corporate activity. Applicable Law and Venue This Award Agreement will be interpreted and enforced under the laws of the State of Delaware, United States of America, without giving effect to the principles of conflict of laws principles of that State. Any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to this Award Agreement or the Plan shall be commenced only in a court in the State of Delaware and the parties to this Award Agreement consent to the exclusive jurisdiction of such court. To the extent applicable, you agree to waive your rights to a jury trial for any claim or cause of action based upon or arising out of this Award Agreement or the Plan or any dealings between you and Sun relating to the subject matter of this Award Agreement or the Plan.

Termination for. Cause If your Service is terminated Convenience CLIENT reserves the right upon 30 days' advance written notice from CLIENT'S Contractual Authority, to terminate all or any part of the work specified in the Statement of Work for Cause, then you shall immediately forfeit all your rights to the RSUs granted under this Award AgreementCLIENT'S own convenience. Leaves of Absence For purposes of this Award Agreement, your Service Any such termination will not be treated construed as a cancellation for breach. Upon OPTUM'S receipt of such notice of termination. OPTUM agrees to immediately (i) stop work under this order to the extent specified in the notice, (ii) terminate all of OPTUM'S own orders and subcontracts to the extent they relate solely to the terminated when you go on work, (iii) place no further orders for materials or otherwise except as necessary to complete nonterminated work and (iv) take all necessary steps to protect uncompleted work or other property in which CLIENT has an employee leave of absence that is approved by Sun in writing, if the terms of the leave provide interest. CLIENT'S exclusive liability and OPTUM'S exclusive remedy for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service such termination will be treated as terminated 90 days after the first day of your employee leave, unless your right payment (a) for finished goods and services delivered or performed according to return schedule prior to Service is guaranteed by law or by contract. For purposes of this Option, your Service will be treated as terminated when your approved leave ends, unless you immediately return to Service. Sun shall determine, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes Regardless of any action Sun and/or your employer (the “Employer”) take with respect to any income tax, social insurance, payroll tax, payment on account or other tax-related withholding with respect to this Award Agreement (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is your responsibility and that Sun and/or the Employer: • are not making any representations and are not committing to take any actions regarding any Tax-Related Items, including, but not limited to, the grant of the RSUs, the vesting of the RSUs, the delivery of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired upon vesting of the RSUs, and the receipt of any dividends; and • do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Before any Tax-Related Items become due, you will pay or make adequate arrangements satisfactory to Sun and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, you authorize Sun and/or the Employer to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following: • withholding from your wages or other cash compensation paid to you by Sun and/or the Employer; • withholding proceeds from the sale of shares of Stock acquired upon vesting of the RSUs; • arranging for the sale of shares of Stock acquired upon vesting of the RSUs; and/or • withholding shares of Stock otherwise deliverable to you, provided that Sun only withholds the number of shares of Stock necessary to satisfy the minimum withholding amount or such other amount as determined by Sun not to result in negative accounting consequences, rounding up to the nearest whole share of Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you will be deemed to have been issued the full number of shares of Stock to which you are entitled pursuant to the vesting of the RSUs even though a portion of those shares of Stock will be withheld for the purpose of satisfying the Tax-Related Items. Further, if you have relocated to a different jurisdiction between the date of grant and the date of any taxable event, you acknowledge that Sun and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Finally, you will pay to Sun or the Employer any amount of Tax-Related Items that Sun or the Employer may be required to withhold or account for as a result of your participation in the Plan or any aspect of the RSUs that cannot be satisfied by any of the means described in the preceding paragraph. Sun may refuse to deliver shares of Stock to you if you fail to meet your obligations for the Tax-Related Items, as described in this section. Nature of Grant In accepting the RSUs, you acknowledge that: • the Plan was established voluntarily by Sun, it is discretionary in nature and it may be modified, amended, suspended or terminated by Sun at any time, unless otherwise provided in the Plan and this Award Agreement; • the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the past; • all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of Sun; • your participation in the Plan is voluntary; • the RSUs and any shares of Stock acquired under the Plan are extraordinary items that do not constitute compensation of any kind for Service of any kind rendered to Sun or the Employer, and that are outside the scope of your employment contract, if any; • the RSUs and any shares of Stock acquired under the Plan are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Sun or the Employer; • the RSUs will not be interpreted to form an employment contract or relationship with Sun, the Employer or any Affiliate or Subsidiary; • the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; • in consideration of the grant of the RSUs, no claim for compensation or damages may be made as a result of the termination of the RSUs or from a reduction in value of the RSUs or shares of Stock acquired upon vesting of the RSUs as a result of your termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Sun and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award Agreement, you have irrevocably waived your entitlement to pursue such a claim; • Sun is not providing any tax, legal or financial advice, nor is Sun making any recommendations regarding your participation in the Plan; and • you should consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan. Stockholder Rights You do not have any of the rights of a stockholder with respect to the RSUs unless and until the shares of Stock relating to the RSUs have been delivered to you (or an appropriate book entry has been made). In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each of your RSUs. Sun may, in its sole discretion, require that dividends will be reinvested in additional RSUs at Fair Market Value on the dividend payment date, subject to vesting and delivered at CLIENT'S final acceptance, (b) of OPTUM'S actual costs of the same time as terminated portion of the related RSUs. Forfeiture of Rights To work to the extent permitted by applicable lawsuch costs reasonable and properly allocable under generally accepted accounting principles, you agree that while you are a Service Provider excluding any lost or anticipated profits: and (c) of OPTUM'S actual costs of discharging liabilities for a period of twelve months immediately following your termination of Service, you shall not, directly or indirectly, solicit, induce, recruit or encourage any employees of Sun to leave their employment, either applicable subcontracts reasonable cost for yourself or any other person or entityprotection work in which CLIENT has an interest. If you should take any of the actions described in the preceding sentence, Sun shall have CLIENT reserves the right to cause direct the manner of disposition of any work or property CLIENT pays for hereunder. OPTUM'S TERMINATION CLAIM MUST BE SUBMITTED TO XXXXXX IN WRITING NOT LATER THAN NINETY (90) DAYS FROM THE DATE OPTUM RECEIVES CLIENT'S TERMINATION NOTICE. In no event will CLIENT'S liability in the aggregate exceed the total price which would have been paid hereunder for the work had it not been terminated or be greater than the actual cost incurred by OPTUM plus a forfeiture of your rightsreasonable profit plus 60 days' additional cost (if necessary) to enable OPTUM personal transfer to other OPTUM projects. The 60-day transfer cost shall not exceed $80,000 dollars (U.S.) NOTWITHSTANDING THE FOREGOING, includingTO THE EXTENT SUCH TERMINATION INVOLVES GOODS OPTUM NORMALLY MANUFACTURES OR SUPPLIES FOR DISTRIBUTION TO OTHER CUSTOMERS, but not limited toAND NOT SPECIALLY MANUFACTURED TO THIS ORDER, the right to cause: • a forfeiture CLIENT'S ESCLUSIVE LIABILITY AND OPTUM'S ESCLUSIVE REMEDY WILL BE PAYMENT FOR FINISHED GOODS AND SERVICES DELIVERED OR PERFORMED ACCORDING TO SCHEDULE PRIOR TO TERMINATION, SUBJECT TO THE CLIENT'S FINAL ACCEPTANCE, AT THE APPLICABLE PRICE SPECIFIED. The provisions of the RSUs subject paragraph 4.5 will not apply to this Award Agreement; and • with respect to the period commencing twelve months prior to and ending twelve months following your termination of Service: • a forfeiture of any shares of Stock acquired by you upon the vesting of the RSUs; and • a forfeiture of any gain recognized by you upon the sale of shares of Stock acquired by you upon the vesting of the RSUs. Adjustments In the event of a recapitalization, a stock split, a stock dividend or a similar change in Sun stock, including any change described in the Plan, the number of RSUs covered by this grant will be adjusted in accordance with the terms of the Plan. The RSUs will be subject to the terms of the agreement of merger, liquidation or reorganization in the event Sun is subject to such corporate activity. Applicable Law and Venue This Award Agreement will be interpreted and enforced under the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws principles of that State. Any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to this Award Agreement or the Plan shall be commenced only in a court in the State of Delaware and the parties to this Award Agreement consent to the exclusive jurisdiction of such court. To the extent applicable, you agree to waive your rights to a jury trial for any claim or cause of action based upon or arising out portion of this Award Agreement or the Plan or any dealings between you and Sun relating to the subject matter of this Award Agreement or the Planorder cancelled for OPTUM'S breach.