Common use of Termination of Affiliation Clause in Contracts

Termination of Affiliation. (a) Except as otherwise provided herein, in the event that the Grantee has a Termination of Affiliation, any unvested portion of the DIP Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation. (b) Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to death, then the DIP Award shall vest based on achievement of the Performance Criteria measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation). (c) Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to Disability or due to a termination by the Company without Cause, then any unvested portion of the Grantee’s DIP Award shall remain outstanding and shall remain eligible to vest in accordance with its terms and shall be settled in accordance with the schedule set forth in Section 2 above notwithstanding the Grantee’s Termination of Affiliation; provided that, the level of achievement of the Performance Criteria shall be measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation). “Disability” shall have the meaning set forth in the Company’s long-term disability benefit plan, requiring medical certification for a determinable physical or mental impairment expected to result in death or expected to last for a continuous period of not less than twelve (12) months.

Termination of Affiliation. (a) a. Except as otherwise provided herein, in the event that the Grantee has a Termination of Affiliation, any unvested portion of the DIP PSU Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.. ​ ​ ​ (b) b. Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to death, then the DIP PSU Award shall vest based on achievement of the Performance Criteria measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation). (c) c. Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to Disability or due to a termination by the Company without Cause, then any unvested portion of the Grantee’s DIP PSU Award shall remain outstanding and shall remain eligible to vest in accordance with its terms and shall be settled in accordance with the schedule set forth in Section 2 above notwithstanding the Grantee’s Termination of Affiliation; provided that, the level of achievement of the Performance Criteria shall be measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation). “Disability” shall have the meaning set forth in the Company’s long-term disability benefit plan, requiring medical certification for a determinable physical or mental impairment expected to result in death or expected to last for a continuous period of not less than twelve (12) months.

Termination of Affiliation. (a) a. Except as otherwise provided herein, in the event that the Grantee has a Termination of Affiliation, any unvested portion of the DIP Share Unit Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation. (b) b. Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to [death or Disability, then the DIP Share Unit Award shall become fully vested and no longer subject to restriction upon such Termination of Affiliation; provided, however, that to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if the Grantee’s Disability does not constitute a “disability” within the meaning of Section 409A of the Code, then upon the Grantee’s Termination of Affiliation due to Disability, any unvested portion of the Grantee’s DIP Share Unit Award shall remain outstanding and shall continue to vest in accordance with its terms]1 / [(i) death, then the DIP Share Unit Award shall vest based on achievement of the Performance Criteria measured as of the last trading date prior become fully vested and no longer subject to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the restriction upon such Termination of Affiliation). ; or (cii) Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to Disability or due to a termination by the Company without CauseDisability, then any unvested portion of the Grantee’s DIP Share Unit Award shall remain outstanding and shall remain eligible continue to vest in accordance with its terms and shall be settled in accordance with the schedule set forth in Section 2 above above, notwithstanding the Grantee’s Termination of Affiliation; provided that, the level of achievement of the Performance Criteria shall be measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation)Affiliation]2. “Disability” shall have the meaning set forth in the Company’s long-term disability benefit plan, requiring medical certification for a determinable physical or mental impairment expected to result in death or expected to last for a continuous period of not less than twelve (12) months.

Termination of Affiliation. (a) a. Except as otherwise provided herein, in the event that the Grantee has a Termination of Affiliation, any unvested portion of the DIP Fund Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation. (b) b. Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to [death or Disability, then the DIP Share Unit Award shall become fully vested and no longer subject to restriction upon such Termination of Affiliation; provided, however, that to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if the Grantee’s Disability does not constitute a “disability” within the meaning of Section 409A of the Code, then upon the Grantee’s Termination of Affiliation due to Disability, any unvested portion of the Grantee’s DIP Share Unit Award shall remain outstanding and shall continue to vest in accordance with its terms]1 / [(i) death, then the DIP Share Unit Award shall vest based on achievement of the Performance Criteria measured as of the last trading date prior become fully vested and no longer subject to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the restriction upon such Termination of Affiliation). ; or (cii) Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to Disability or due to a termination by the Company without CauseDisability, then any unvested portion of the Grantee’s DIP Share Unit Award shall remain outstanding and shall remain eligible continue to vest in accordance with its terms and shall be settled in accordance with the schedule set forth in Section 2 above above, notwithstanding the Grantee’s Termination of Affiliation; provided that, the level of achievement of the Performance Criteria shall be measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation)Affiliation]2. “Disability” shall have the meaning set forth in the Company’s long-term disability benefit plan, requiring medical certification for a determinable physical or mental impairment expected to result in death or expected to last for a continuous period of not less than twelve (12) months.