Common use of Termination of Employment by the Company without Cause or by the Participant for Good Reason Clause in Contracts

Termination of Employment by the Company without Cause or by the Participant for Good Reason. Upon termination of the Participant's employment by the Company or its Subsidiaries without Cause or by the Participant for "good reason" or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party (as such terms are defined in the Participant's employment agreement or, if the Participant does not have an employment agreement, in the Plan) prior to the Vesting Date, the Participant shall vest in a prorated portion of the Performance Award (as detailed below) based upon achievement of applicable performance criteria, measured as of the date of the Participant’s termination of employment, multiplied by a fraction, the numerator of which is the number of months of Participant's service during the Performance Period and the denominator of which is the total number of months in the Performance Period. The vested portion of the Performance Award shall be settled in shares of Company Stock immediately following such termination. Notwithstanding the foregoing, (i) if termination of the Participant’s employment occurs prior to the first anniversary of the Date of Grant, the 3-Year CAGR (as defined in Exhibit A) will be determined as though the date of the Participant’s termination of employment is the one-year anniversary of the Date of Grant and (ii) the Committee (or such individual or individuals authorized by the Committee) may, in its discretion, exercise negative discretion to determine payout achievement. Any portion of the Performance Award that could have been earned in accordance with the provisions of this Section 4(e) that is not earned (in accordance with the provisions of this Section 4(e)) as of the date of the Participant's termination of employment shall be immediately forfeited on the date of the Participant's termination of employment.

Termination of Employment by the Company without Cause or by the Participant for Good Reason. Upon termination of the Participant's employment by the Company or its Subsidiaries without Cause or by the Participant for "good reason" or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party (as such terms are defined in the Participant's employment agreement or, if the Participant does not have an employment agreement, in the Plan) prior to the Vesting Date, the Participant shall vest in a prorated portion of the Performance Award (as detailed below) based upon achievement of applicable performance criteria, measured as of the date of the Participant’s termination of employment, multiplied by a fraction, the numerator of which is the number of months of Participant's service during the Performance Period and the denominator of which is the total number of months in the Performance Period. The vested portion of the Performance Award shall be settled in shares of Company Common Stock immediately following such termination. Notwithstanding the foregoing, (i) if termination of the Participant’s employment occurs prior to the first anniversary of the Date of Grant, the 3-Year CAGR (as defined in Exhibit A) will be determined as though the date of the Participant’s termination of employment is the one-year anniversary of the Date of Grant and (ii) the Committee (or such individual or individuals authorized by the Committee) may, in its discretion, exercise negative discretion to determine payout achievement. Any portion of the Performance Award that could have been earned in accordance with the provisions of this Section 4(e) that is not earned (in accordance with the provisions of this Section 4(e)) as of the date of the Participant's termination of employment shall be immediately forfeited on the date of the Participant's termination of employment.

Termination of Employment by the Company without Cause or by the Participant for Good Reason. Upon termination of the Participant's ’s employment by the Company or its Subsidiaries without Cause or by the Participant for "“good reason" ” or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party (as such terms are defined in the Participant's ’s employment agreement or, if the Participant does not have an employment agreement, in the Plan) prior to the Vesting Date, the Participant shall vest in a prorated portion of the Performance Award (as detailed below) based upon achievement of applicable performance criteria, measured as of the date of the Participant’s termination of employment, multiplied by a fraction, the numerator of which is the number of months of Participant's service during the Performance Period and the denominator of which is the total number of months in the Performance Period. The vested portion of the Performance Award shall be settled in shares of Company Common Stock immediately following such termination. Notwithstanding the foregoing, (i) if termination of the Participant’s employment occurs prior to the first anniversary of the Date of Grant, the 3-Year CAGR (as defined in Exhibit A) will be determined as though the date of the Participant’s termination of employment is the one-year anniversary of the Date of Grant and (ii) the Committee (or such individual or individuals authorized by the Committee) may, in its discretion, exercise negative discretion to determine payout achievement. Any portion of the Performance Award that could have been earned in accordance with the provisions of this Section 4(e) that is not earned (in accordance with the provisions of this Section 4(e)) as of the date of the Participant's termination of employment shall be immediately forfeited on the date of the Participant's termination of employment.