Common use of Termination of Continuous Service Clause in Contracts

Termination of Continuous Service. (i) If the Participant’s Continuous Service terminates for any reason before the Determination Date, other than the Participant’s (A) termination by the Company without Cause, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. (iii) If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. (i) If If, prior to the Participantvesting of the PSUs, the Employee’s Continuous Service terminates for any reason before at any time during the Determination DatePerformance Period, other than the Participantunvested PSUs shall be automatically forfeited and cancelled upon such termination of Service and the Company shall not have any further obligations to Employee under this Agreement; provided, however, that (a) in the event of death, presumed death, the Employee becoming Totally Disabled (as defined in Section 3(f)(i) of the Employment Agreement with the Company dated October 26, 2020, as amended by the Amendment dated June 28, 2021 (as further amended from time to time, the “Employment Agreement”)), termination of the Employee’s (A) termination employment by the Company without CauseCause (as defined in Section 4(a)(ii) of the Employment Agreement) (which includes a non-renewal by the Company of the Employment Agreement for each Additional Term, as defined in Section 2 of the Employment Agreement) or termination by the Employee for Good Reason (Bas defined in Section 4(a)(iv) deathof the Employment Agreement), all outstanding unvested PSUs will be fully vested, and/or payable at the maximum level regardless of whether all vesting conditions relating to length of service, attainment of Performance Goals, or otherwise have been satisfied; and (Cb) Disability, no Executive Performance RSUs will be awarded to in the Participant, except event of a Retirement (as provided defined in Section 2(e4(a)(v) below. of the Employment Agreement) or in the event of a Change in Control (iias defined in Section 4(a)(iii) If, before of the Determination Date, Employment Agreement) following which the Participant’s Continuous Service employment of the Employee is terminated by the Company without CauseCompany, or due with respect to death or Disabilityall unvested PSUs that are outstanding on a Termination Date (as defined in Section 4(a)(vi) of the Employment Agreement), the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs shares to be earned, issued and delivered to the Employee, if any, for such Participant would have been entitled to receive had such Participant remained in Continuous Service until outstanding PSUs will be determined at the Determination Date and “Y” equals a fraction, the numerator end of which is the number of days of Continuous Service during the Performance Period Periods in which such Retirement or termination of employment following a Change in Control occurs and will be issued and paid to the Participant had completed Employee as though he continued to be employed through the end of the date of his or her termination of Continuous Service and the denominator of which is 365Performance Period. (iii) If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. (i) 3.1. If the Participant’s Continuous Service terminates for any reason before the Determination Date, other than the Participant’s (A) termination by the Company without Cause, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disabilityterminated, the Participant Options will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days remain exercisable as follows: (a) If Participant’s termination of Continuous Service during is due to death, all unvested Options will terminate and all vested Options will be exercisable by Participant’s designated beneficiary, or if none, the Performance Period person(s) to whom such Participant’s rights under the Participant had completed Option are transferred by will or the laws of descendent and distribution for one (1) year following the Termination Date (but in no event beyond the term of the Option). (b) If Participant’s termination of Continuous Service is due to Disability (as such term is defined in Participant’s Employment Agreement with the Company dated as of the date hereof (the “Employment Agreement”)), all unvested Options will terminate and all vested Options will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of his or her the Option). (c) If Participant’s termination of Continuous Service and is due to termination for Cause (as such term is defined in the denominator Employment Agreement) or voluntary termination without Good Reason (as such term is defined in the Employment Agreement) by the Participant, the Options will terminate on the Termination Date, regardless of which is 365whether the Options were then exercisable. (iiid) If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s termination of Continuous Service is due to any other reason, all unvested Options will terminate on the Termination Date and all Options (to the extent exercisable as of the Termination Date) will be exercisable for a period of three (3) months following such Termination Date (but in no event beyond the term of the Option) and will thereafter terminate. Participant’s status as an employee will not be considered terminated in the case of leave of absence agreed to in writing by the Company (including but not limited to military and sick leave); provided, that, such leave is for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d)a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. B. If 3.2. Nothing in the Plan or this Agreement will confer on Participant terminates any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in any way with the right of the Company or its Subsidiaries to terminate his Continuous Service due to death or Disability, the Participant will vest in at any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 belowtime. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. (i) If the Participant’s Continuous Service terminates for any reason before the Determination Date, other than the Participant’s (Ai) termination by the Company without Cause, (Bii) death, or (Ciii) Disability, no Executive Performance Revenue Growth RSUs will be awarded to the Participant, except as provided in Section 2(e4(e) below. (ii) . If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance Revenue Growth RSUs on the Distribution Date equal to Date, determined as follows: (A) the product obtained by multiplying “X” by “Y” where “X” equals Company shall determine the number of Executive Performance Revenue Growth RSUs such Participant that would have been entitled awarded to receive had such the Participant remained in as a percentage of the Target Revenue Growth RSU Amount, based on the Company’s Revenue Growth as of the calendar quarter ending immediately prior to his or her termination of Continuous Service until measured against the Determination Date and “Y” equals Revenue Growth of the Peer Group Companies on that date, according to the metrics of Section 4(a) above, then (B) the Company shall multiply that number by a fraction, the numerator of which is the number of days months of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. thirty-six (iii) 36). If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive Performance Revenue Growth RSUs have fully vested under Section 2(d4(d) or (e) below: A. (i) If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance Revenue Growth RSUs, including any Executive Performance Revenue Growth RSUs that have vested under Section 2(d4(d).; B. (ii) If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance Revenue Growth RSUs that have not vested under Section 2(d4(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance Revenue Growth RSUs that were awarded to the Participant in accordance with Section 3 6 below.; C. (iii) If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance Revenue Growth RSUs that have not vested under Section 2(d4(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance Revenue Growth RSUs that already have vested in accordance with Section 3 6 below.

Termination of Continuous Service. (i) If the Participant’s Continuous Service terminates for any reason before the Determination Date, other than the Participant’s (Ai) termination by the Company without Cause, (Bii) death, or (Ciii) Disability, no Executive TSR Performance RSUs will be awarded to the Participant, except as provided in Section 2(e5(e) below. (ii) . If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive TSR Performance RSUs on the Distribution Date equal to Date, determined as follows: (A) the product obtained by multiplying “X” by “Y” where “X” equals Company shall determine the number of Executive Performance RSUs such Participant that would have been entitled awarded to receive had such the Participant remained in as a percentage of the Target TSR Performance RSU Amount, based on the Company’s TSR Performance as of the calendar quarter ending immediately prior to his or her termination of Continuous Service until measured against the Determination Date and “Y” equals TSR Performance of the Peer Group Companies on that date, according to the metrics of Section 5(a) above, then (B) the Company shall multiply that number by a fraction, the numerator of which is the number of days months of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. thirty-six (iii) 36). If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive TSR Performance RSUs have fully vested under Section 2(d5(d) or (e) below: A. (i) If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive TSR Performance RSUs, including any Executive TSR Performance RSUs that have vested under Section 2(d5(d).; B. (ii) If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive TSR Performance RSUs that have not vested under Section 2(d5(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive TSR Performance RSUs that were awarded to the Participant in accordance with Section 3 6 below.; C. (iii) If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive TSR Performance RSUs that have not vested under Section 2(d5(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive TSR Performance RSUs that already have vested in accordance with Section 3 6 below.

Termination of Continuous Service. (i) If the Participant’s Continuous Service with the Company terminates for any reason before the Determination Date, other than the Participant’s (A) termination by the Company without Cause, (B) death, due to death or (C) Disability, no Executive Performance Look-Back RSUs will be awarded to the Participant, except as provided in Section 2(e3(e) below. (ii) If, before the Determination Date, . If the Participant’s Continuous Service is terminated by terminates before the Company without Cause, or Determination Date due to death or Disability, the Committee shall determine, in its sole discretion, whether to award none, some or all of the Target Look-Back RSUs to the Participant and any such RSUs will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. (iii) will be fully-vested when they are awarded. If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive Performance Look-Back RSUs have fully vested under Section 2(d3(d) or (e) below: A. (i) If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance Look-Back RSUs, including any Executive Performance Look-Back RSUs that have vested under Section 2(d3(d).; B. (ii) If the Participant terminates Continuous Service terminates due to death or Disability, the Participant will vest in any Executive Performance Look-Back RSUs that have not vested under Section 2(d3(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance Look-Back RSUs that were awarded to the Participant in accordance with Section 3 6 below.; C. (iii) If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance Look-Back RSUs that have not vested under Section 2(d3(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance Look-Back RSUs that already have vested in accordance with Section 3 6 below.

Termination of Continuous Service. (i) If 5.1 Except as otherwise expressly provided in this Agreement, if the ParticipantGrantee’s Continuous Service terminates for any reason at any time before the Determination Date, other than the Participant’s (A) termination by the Company without Cause, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date all of his or her PSUs have vested, the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of Continuous Service and neither the denominator of which is 365Company nor any Affiliate shall have any further obligations to the Grantee with respect to such forfeited PSUs under this Agreement. (iii) If 5.2 Notwithstanding Section 5.1, if the ParticipantGrantee’s Continuous Service terminates on or after the Determination Datefirst anniversary of the Grant Date and prior to the last day of the Performance Period as a result of the Grantee’s death, but before Disability or termination by the Executive Company without Cause, the Committee shall determine in good faith (a) the extent to which the Performance RSUs Goals for the Performance Period have fully vested under Section 2(dbeen achieved on a pro rata basis based upon such audited or unaudited financial information then available as it deems relevant, and (b) or the number of PSUs earned, if any, based on such level of achievement; provided, however, that no more than the Target Award number of PSUs may be earned based on such achievement. The Grantee will (ei) below: A. If vest on the Participantdate of termination in a pro rata portion of any such earned PSUs calculated by multiplying the number of earned PSUs by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the period between the first day of the Performance Period and the Vesting Date (the “Pro Rata Measurement Period”), and (ii) forfeit on the date of termination any PSUs that do not vest pursuant to (i) above. No PSUs shall vest if Grantee’s Continuous Service is terminated terminates for any reason prior to the first anniversary of the Grant Date. 5.3 Notwithstanding Section 5.1, if the Grantee’s Continuous Service terminates on or after the last day of the Performance Period and prior to the Vesting Date as a result of the Grantee’s death, Disability or termination by the Company for without Cause, the Participant Grantee will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If (i) vest on the Participant terminates Continuous Service due to death or Disability, date of termination in a pro rata portion of the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) PSUs earned by the Company for CauseGrantee pursuant to Section 3, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e)if any, and the Company will distribute Shares to the Participant equal to calculated by multiplying the number of Executive Performance RSUs earned PSUs by a fraction, the numerator of which equals the number of days that already have vested the Grantee was employed during the Pro Rata Measurement Period and the denominator of which equals the total number of days in accordance with Section 3 belowthe Pro Rata Measurement Period, and (ii) forfeit on the date of termination any PSUs that do not vest pursuant to (i) above.

Termination of Continuous Service. (i) 3.1. If the Participant’s Continuous Service terminates for any reason before the Determination Dateas Chief Operating Officer is terminated, other than the this Option will remain exercisable as follows: (a) If Participant’s (A) termination by the Company without Cause, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service as Chief Operating Officer is due to death, all unvested Shares that would have vested on the next vesting date immediately following the Termination Date will vest and be exercisable as of the denominator Termination Date and all remaining unvested Shares will terminate and all vested Shares will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under this Option are transferred by will or the laws of which is 365descent and distribution for one (1) year following the Termination Date (but in no event beyond the term of this Option). (iiib) If the Participant’s termination of Continuous Service terminates as Chief Operating Officer is due to Disability (as defined in the Employment Agreement), all unvested Shares that would have vested on the next vesting date immediately following the Termination Date will vest and be exercisable as of the Termination Date and all remaining unvested Shares will terminate and all vested Shares will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of this Option). (c) If Participant’s termination of Continuous Service as Chief Operating Officer is due to termination for Cause (as defined in the Employment Agreement) or after voluntary termination without Good Reason (as defined in the Determination Employment Agreement) by Participant, the Shares will terminate on the Termination Date, but before regardless of whether the Executive Performance RSUs have fully vested under Section 2(dShares were then exercisable. (d) If Participant’s termination of Continuous Service as Chief Operating Officer is due to termination without Cause (as defined in the Employment Agreement) or termination for Good Reason (eas defined in the Employment Agreement) below: A. If by Participant, all unvested Shares that would have vested on the next vesting date immediately following the Termination Date will vest and be exercisable as of the Termination Date and all remaining unvested Shares will terminate on the Termination Date. All Shares (to the extent exercisable as of the Termination Date, including previously vested Shares and Shares vested pursuant to this Section 3.1(d)), will be exercisable for a period of six (6) months following such Termination Date (but in no event beyond the term of this Option) and will thereafter terminate. Participant’s Continuous Service is status as Chief Operating Officer will not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including but not limited to military and sick leave); provided that, such leave is for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d)a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. B. If 3.2. Nothing in the Plan or this Agreement will confer on Participant terminates any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in any way with the right of the Company or its Subsidiaries to terminate his Continuous Service due to death or Disability, the Participant will vest in as Chief Operating Officer at any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 belowtime. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. (i) If i. In the Participantevent of termination of the Grantee’s Continuous Service terminates for any reason before the Determination Date, other than the Participant’s (A) a termination by the Company without Cause, for Cause (Bas defined in the Grantee’s Service Agreement) death, or (Ceach a “Qualified Termination”) Disability, no Executive Performance RSUs will be awarded prior to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Final Valuation Date, the Participant’s Continuous Service is terminated by calculations provided in Sections 3(b), (c) and (d) of the Company without Cause, or due to death or Disability, the Participant will Plan shall be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed performed as of the date Valuation Date next following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if such Qualified Termination had not occurred and the Grantee shall be entitled to the higher Total OPP Unit Equivalent determined by such calculations and such Total OPP Unit Equivalent shall no longer be subject to forfeiture hereunder, provided that the Grantee will not have the right to Transfer his Award LTIP Units or request redemption of his or her termination of Continuous Service and Award OP Units under the denominator Partnership Agreement until such dates as of which is 365his Total OPP Unit Equivalent would have become vested pursuant to Section 3(e) of the Plan absent a Qualified Termination. (iii) If ii. In the Participant’s Continuous Service terminates on or event of a Qualified Termination after the Determination Final Valuation Date, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs unvested Award LTIP Units that have not vested previously been forfeited pursuant to Section 3(d) of the Plan shall no longer be subject to forfeiture under the Plan, provided that the transfer restrictions described in Section 2(d(A)(i) or (e)of this Agreement shall continue to apply. iii. Notwithstanding the foregoing, in the event any payment to be made hereunder after giving effect to this Section A is determined to constitute “nonqualified deferred compensation” subject to Section 409A of the Code, and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service Grantee is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested a “specified employee” under Section 2(d409A of the Code, any payments to be made during the six-month period commencing on the Grantee’s “separation from service” date (as defined in Section 409A of the Code) or (e), shall be delayed until the earlier of the expiration of such six-month period and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 belowGrantee’s death.

Termination of Continuous Service. (ia) If the ParticipantExcept as otherwise expressly provided in this Agreement, if Employee’s Continuous Service terminates for any reason at any time before all of Employee’s Units have vested, Employee’s unvested Units shall be automatically forfeited upon such termination of Continuous Service and neither the Determination DateCompany nor any Affiliate shall have any further obligations to Employee under this Agreement. (b) Notwithstanding Section 6(a), other than the Participantif Employee’s (A) Continuous Service terminates before all of Employee’s Units have vested as a result of Employee’s death or disability, or as a result of a termination by the Company without Cause, Cause (Bas defined below) death, or by Employee for “good reason” (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except if and as provided such term is defined in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by an applicable employment agreement between Employee and the Company without Causeor one of its subsidiaries), or due to death or DisabilityEmployee will retain, and will not forfeit, a pro rata portion of the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained Target Award calculated by multiplying “X” the Target Award by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is equals the number of days of Continuous Service that Employee was employed during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. (iii) If equals the Participant’s Continuous Service terminates on or after total number of days in the Determination DatePerformance Period. This retained portion of the Target Award will not be subject to accelerated vesting and, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company for Causeinstead, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant be paid in accordance with Section 3 below. C. If 8) based on extent to which the Performance Goals are achieved during the entire Performance Period. For purposes hereof, “Cause” means (i) the indictment for a felony or any crime involving moral turpitude, or the Employee’s commission of fraud, breach of fiduciary duty, theft, embezzlement or crime against the Company or any of its subsidiaries or affiliates or any of their customers, (ii) the Employee’s gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates or in the performance of Employee’s duties and services required for Employee’s position with the Company or any of its subsidiaries or affiliates, which, if curable, is not cured within ten days after written notice thereof to Employee, (iii) other than as directed by the Company, the failure of Employee to provide the same services as such Employee provided as of the date hereof in a professionally appropriate manner, in each case which, if curable, is not cured within ten days after written notice thereof to the Employee, (iv) the Employee’s violation of any restrictive covenant agreement with the Company or any of its subsidiaries or affiliates, (v) the Employee’s breach of any material agreement with the Company or any of its subsidiaries or affiliates or any material employment policy of the Company or any of its subsidiaries or affiliates which, if curable, is not cured within ten days after written notice thereof to the Employee (including, without limitation, the Company’s code of ethics and xxxxxxx xxxxxxx policy), or (vi) the abuse of any controlled substance or of alcohol or any other non-controlled substance which the Company determines renders the Employee unfit to serve in the Participant’s Continuous Service is terminated other than (A) due to death capacity as an employee or Disability, or (B) by service provider of the Company for Cause, the Participant will forfeit or any Executive Performance RSUs that have not vested under Section 2(d) of its subsidiaries or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 belowaffiliates.

Termination of Continuous Service. (i) 3.1. If the Participant’s Continuous Service terminates for any reason before the Determination Dateas Chief Executive Officer is terminated, other than the this Option will remain exercisable as follows: (a) If Participant’s (A) termination by the Company without Cause, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service as Chief Executive Officer is due to death, all unvested Shares that would have vested on the next vesting date immediately following the Termination Date will vest and be exercisable as of the denominator Termination Date and all remaining unvested Shares will terminate and all vested Shares will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under this Option are transferred by will or the laws of which is 365descent and distribution for one (1) year following the Termination Date (but in no event beyond the term of this Option). (iiib) If the Participant’s termination of Continuous Service terminates as Chief Executive Officer is due to Disability (as defined in the Employment Agreement), all unvested Shares that would have vested on the next vesting date immediately following the Termination Date will vest and be exercisable as of the Termination Date and all remaining unvested Shares will terminate and all vested Shares will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of this Option). (c) If Participant’s termination of Continuous Service as Chief Executive Officer is due to termination for Cause (as defined in the Employment Agreement) or after voluntary termination without Good Reason (as defined in the Determination Employment Agreement) by Participant, the Shares will terminate on the Termination Date, but before regardless of whether the Shares were then exercisable. (d) If Participant’s termination of Continuous Service as Chief Executive Performance RSUs have fully vested under Section 2(dOfficer is due to termination without Cause (as defined in the Employment Agreement) or termination for Good Reason (eas defined in the Employment Agreement) below: A. If by Participant, all unvested Shares that would have vested on the next vesting date immediately following the Termination Date will vest and be exercisable as of the Termination Date and all remaining unvested Shares will terminate on the Termination Date. All Shares (to the extent exercisable as of the Termination Date, including previously vested Shares and Shares vested pursuant to this Section 3.1(d)), will be exercisable for a period of six (6) months following such Termination Date (but in no event beyond the term of this Option) and will thereafter terminate. Participant’s Continuous Service is status as Chief Executive Officer will not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including but not limited to military and sick leave); provided that, such leave is for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d)a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. B. If 3.2. Nothing in the Plan or this Agreement will confer on Participant terminates any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in any way with the right of the Company or its Subsidiaries to terminate her Continuous Service due to death or Disability, the Participant will vest in as Chief Executive Officer at any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 belowtime. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. (i) If 5.1 Except as otherwise expressly provided in this Award Agreement, any employment or similar agreement between the ParticipantCompany and the Grantee or the Plan, if the Grantee’s Continuous Service terminates for any reason at any time before the Determination Vesting Date, other than the ParticipantGrantee’s unvested PBRSUs shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Related Entity shall have any further obligations to the Grantee under this Award Agreement. 5.2 Notwithstanding Section 5.1 and subject to Section 11(a)(ii) of the Plan or any provision in any employment or similar agreement between the Company and the Grantee that provides for greater vesting entitlements (A) which, if applicable, shall control), if the Grantee’s Continuous Service terminates during the Vesting Period due to the Grantee’s death, Retirement (defined below), or a termination by the Company without Causeother than for Cause (including, (B) deathfor clarity, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated a termination by the Company without Cause, or due to death or the Grantee’s Disability), the Participant Grantee will be awarded vest in a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained pro rata amount calculated by multiplying “X” by “Y” where “X” equals the number of Executive PBRSUs earned based on actual performance over the full Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals Period by a fraction, the numerator of which is equals the number of days of that the Grantee was in Continuous Service during the Performance Vesting Period and the Participant had completed denominator of which equals the total number of days in the Vesting Period. If, as of the date of his such termination of Continuous Service, the Performance Period has not been completed, the prorated number of PBRSUs determined pursuant to this Section 5.2 will vest on the last day of the Performance Period (or her the date that the Committee determines final Adjusted EBITDA for the Performance Period if not determined on the last day of the Performance Period). If, as of the date of such termination of Continuous Service, the Performance Period has been completed, the prorated number of PBRSUs determined pursuant to this Section 5.2 will vest on the date the Grantee’s Continuous Service terminates. For purposes of this Award Agreement, “Retirement” means a voluntary termination of Continuous Service by the Grantee at a time when Grantee is at least 65 years old and the denominator has at least one year of which is 365. (iii) If the Participant’s Continuous Service terminates on or after from the Determination Grant Date, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. (ia) If Unless otherwise determined by the Participant’s Committee and reflected in an employment contract or other applicable agreement between the Participant and the Company, all Options held by a Participant whose Continuous Service terminates for any reason before the Determination Dateterminates, other than the Participant’s (A) termination by the Company without Causeupon Retirement, (B) Disability, or death, or (C) Disabilityshall terminate immediately upon such termination of Continuous Service, no Executive Performance RSUs will be awarded to the Participantprovided, except as provided in Section 2(e) below. (ii) Ifhowever, before the Determination Date, the if such Participant’s Continuous Service is terminated for reasons other than for cause, as determined by the Company without CauseBoard in its discretion, or due each vested Option held by such person shall continue to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service exercisable until the Determination earlier of the Expiration Date and “Y” equals a fraction, the numerator of which is the number of such Option or 180 days of Continuous Service during the Performance Period the Participant had completed as of after the date of his or her such termination of Continuous Service. All vested Options not exercised within the period described in the preceding sentence shall terminate at the end of such period. (b) In the event of a Participant’s termination of Continuous Service and on account of Disability prior to the denominator termination of which is 365. (iii) If the Participant’s Continuous Service terminates on or Service, all unvested Options shall immediately terminate, and any vested Option held by such person shall continue to be exercisable until the earlier of twelve (12) months after the Determination Date, but before date of such Disability or the Executive Performance RSUs have fully Expiration Date of such Option. All vested under Section 2(dOptions not exercised within the period described in the preceding sentence shall terminate at the end of such period. (c) or (e) below: A. If In the event of termination of a Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to the death of the Participant, all unvested Options shall immediately terminate, and any vested Option held by such person shall continue to be exercisable until the earlier of twelve (12) months after the date of death or Disability, the Expiration Date of such Option. All vested Options not exercised within the period described in the preceding sentence shall terminate at the end of such period. In the event of the death of a Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and after the Company will distribute Shares to the Participant equal to the full number termination of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service, all vested Options held by such person shall continue to be exercisable until the earlier of twelve (12) months after the termination of the Particpant’s Continuous Service is terminated other or the Expiration Date of such Option. All such vested Options not exercised within the period described in the preceding sentence shall terminate at the end of such period. (d) In the event of a Participant’s Retirement, all unvested Options shall automatically vest on the date of such Retirement and any vested Options shall be exercisable until the earlier of twenty four (24) months after such Retirement date or the Expiration Date of such Options. All such vested Options not exercised within the period described in the preceding sentence shall terminate at the end of such period. (e) If more than one of the conditions specified in (A) due to death or Disabilitya), (b), (c), or (Bd) by the Company for Causeabove applies to a Participant, the Participant will forfeit any Executive Performance RSUs provision that have not vested under Section 2(d) or (e), and provides for the Company will distribute Shares latest last date to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.exercise an Option shall apply

Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service, the Option may be exercised only to the extent vested and exercisable on the date of the Participant’s Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option Period. If the services of such a Participant are terminated for Cause, the Option shall lapse and no longer be exercisable as of Participant’s Termination Date as determined by the Committee. Notwithstanding the foregoing, unless the Committee determines otherwise: (i) If if the Participant becomes an Employee of the Company or an Affiliate, Participant shall generally be subject to the provisions of the Plan applicable to Employees; and (ii) if the Participant terminates service on the Board (for any reason other than death or for Cause) but immediately enters into a written agreement to provide Continuous Services to the Company as a Consultant or an Independent Contractor, Participant shall continue to be treated as in Continuous Service to the Company and Participant’s Termination Date shall not be treated as occurring until the later of the date Participant no longer is in service to the Company as a Director or the date Participant is no longer in service as a Consultant or Independent Contractor (as determined by the Committee). For purposes of the Agreement, “Cause” shall mean the Participant’s termination of Continuous Service terminates resulting from the Participant’s: (i) termination for “cause” as defined under the Participant’s employment, consulting or other agreement, if any, with the Company or an Affiliate; or (ii) if the Participant has not entered into any reason before such employment, consulting or other agreement (or if any such agreement does not define a “cause” termination), then the Determination Date, other than Participant’s termination shall be for “Cause” if termination results due to the Participant’s (A) termination by personal dishonesty; (B) gross incompetence; (C) willful misconduct; (D) breach of a fiduciary duty involving personal profit; (E) intentional failure to perform stated duties; (F) willful violation of any law, rule, regulation (other than minor traffic violations or similar offenses), written Company policy or final cease-and-desist order; (G) conviction of a felony or a misdemeanor involving moral turpitude; (H) unethical business practices in connection with the Company’s business; (I) misappropriation of the Company’s assets; or (J) engaging in any conduct that could be materially damaging to the Company without a reasonable good faith belief that such conduct was in the best interest of the Company. The determination of “Cause” shall be made by the Committee and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to for purposes of the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination DatePlan and this Agreement, the Participant’s Continuous Service is employment or service shall be deemed to have terminated by the Company without Causefor Cause if, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. (iii) If after the Participant’s Continuous Service terminates on employment or after service has terminated, facts and circumstances are discovered that would have justified, in the Determination Dateopinion of the Committee, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company a termination for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.