Common use of Termination of Employment or Engagement Clause in Contracts

Termination of Employment or Engagement. If the Optionholder’s status as an employee or consultant of (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason (voluntary or involuntary), (i) this Option shall not thereafter become exercisable as to any additional shares and (ii) if the period of exercisability for this Option following such termination has not been specified by the Board, the vested portion of this Option shall remain exercisable (to the extent not previously exercised) for three (3) months after the day on which the Participant’s employment or engagement is terminated, whereupon this Option shall terminate; except that (a) If the Participant is on military, sick leave or other leave of absence approved by the Company, his or her employment or engagement with the Company will be treated as continuing intact if the period of such leave does not exceed ninety (90) days, or, if longer, so long as the Participant’s right to reemployment or the survival of his or her service arrangement with the Company is guaranteed either by statute or by contract; otherwise, the Participant’s employment or engagement will be deemed to have terminated on the 91st day of such leave. (b) If the Participant’s employment is terminated by reason of his or her retirement from the Company at normal retirement age, each Option then held by the Participant, to the extent exercisable at retirement, may be exercised by the Participant at any time within three (3) months after such retirement unless terminated earlier by its terms. (c) If the Participant’s employment or engagement is terminated by reason of his or her death, each Option then held by the Participant, to the extent exercisable at the date of death, may be exercised at any time within one year after that date (unless terminated earlier by its terms) by the person(s) to whom the Participant’s option rights pass by will or by the applicable laws of descent and distribution. (d) If the Participant’s employment or engagement is terminated by reason of his or her becoming permanently and totally disabled, each Option then held by the Participant, to the extent exercisable upon the occurrence of permanent and total disability, may be exercised by the Participant at any time within one (1) year after such occurrence unless terminated earlier by its terms. For purposes hereof, an individual shall be deemed to be “permanently and totally disabled” if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any determination of permanent and total disability shall be made in good faith by the Company on the basis of a report signed by a qualified physician.

Termination of Employment or Engagement. If Except as otherwise provided in this Paragraph 4, the Optionholder’s status as an employee or consultant Participant will automatically forfeit the PSUs covered by this Award on the earlier of the date of (a1) service of notice of termination of the Participant's employment or engagement by the Company and/or any of its subsidiaries and/or Affiliates, (2) service of notice of resignation by the Participant from such employment or engagement, (and in respect of each of (1) and (2), irrespective of the fact that the effective date of termination of such employment or engagement will not occur until some later date) and/or (3) the Company, summary termination (bwhether by the Company and/or any of its subsidiaries and/or Affiliates or the Participant) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing employment or assuming a stock option engagement, in a transaction to which section 424(a) of the Code applies, is terminated each case for any reason (voluntary or involuntary), (i) this Option shall not thereafter become exercisable as to any additional shares and (ii) if the period of exercisability for this Option following such termination has not been specified by the Board, the vested portion of this Option shall remain exercisable (prior to the extent not previously exercised) for three (3) months after the day date on which the PSUs vest (the “Trigger Date”). Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment or engagement is terminatedwith the Company and/or a subsidiary and/or an Affiliate prior to vesting by the Company and/or a subsidiary and/or an Affiliate without Cause (a “Qualifying Termination”), whereupon this Option shall terminate; except thatAward will (subject to Paragraph 4(C) below) be treated in accordance with Appendix 1. (aB) If Upon the Participant is on military, sick leave or other leave termination of absence approved by the Company, his or her Participant’s employment or engagement with the Company will be treated as continuing intact if the period of such leave does not exceed ninety and/or a subsidiary and/or an Affiliate prior to vesting (901) days, or, if longer, so long as the Participant’s right to reemployment or the survival of his or her service arrangement with by the Company is guaranteed either by statute or by contract; otherwise, and/or a subsidiary and/or an Affiliate due to the Participant’s employment or engagement will be deemed to have terminated on the 91st day disability of such leave. (b) If the Participant’s employment is terminated by reason of his or her retirement from the Company at normal retirement age, each Option then held by the Participant, as defined by Section 6 of the Equality Act 2010 or (2) due to the extent exercisable at retirement, may be exercised by death of the Participant at any time within three (3) months after such retirement unless terminated earlier by its terms. (c) If while performing Continuous Service, the Participant’s employment or engagement is terminated by reason of his or her death, each Option then held by the Participant, to the extent exercisable at the date of death, may be exercised at any time within one year after that date (unless terminated earlier by its terms) by the person(s) to whom the Participant’s option rights pass by will or by the applicable laws of descent and distribution. (d) If the Participant’s employment or engagement is terminated by reason of his or her becoming permanently and totally disabled, each Option then held by the Participant, to the extent exercisable upon the occurrence of permanent and total disability, may be exercised by the Participant at any time within one (1) year after such occurrence unless terminated earlier by its terms. For purposes hereof, an individual Target PSUs shall be deemed to be “permanently the Earned PSUs and totally disabled” if he or she is unable shall (subject to engage Paragraph 4(C) below) vest in any substantial gainful activity by reason full immediately. (C) Notwithstanding anything herein to the contrary, this Award will not vest as a result of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any determination of permanent and total disability shall be made in good faith termination by the Company on and/or a subsidiary and/or an Affiliate without Cause or due to the basis disability of the Participant (as defined above), in each case, unless the Participant executes and delivers to the Company (and does not revoke) a report signed fully effective statutory settlement agreement and release of claims at such time(s) and in such form as may be required by the Company (the “Release”). If the Release is not timely executed and delivered by the Participant to the Company, or if such Release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the PSUs covered by this Award effective as of the Trigger Date. (D) For purposes of this Agreement, the term “Cause” means a qualified physician.separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Engagement. If Except as otherwise provided in this Paragraph 4, the Optionholder’s status as an employee or consultant Participant will automatically forfeit any and all unvested RSUs covered by this Award on the earlier of the date of (a1) service of notice of termination of the Participant's employment or engagement by the Company and/or any of its subsidiaries and/or Affiliates, (2) service of notice of resignation by the Participant from such employment or engagement, (and in respect of each of (1) and (2), irrespective of the fact that the effective date of termination of such employment or engagement will not occur until some later date) and/or (3) the Company, summary termination (bwhether by the Company and/or any of its subsidiaries and/or Affiliates or the Participant) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing employment or assuming a stock option engagement, in a transaction to which section 424(a) of the Code applies, is terminated each case for any reason (voluntary or involuntarythe “Trigger Date”), . Notwithstanding the foregoing: (iA) this Option shall not thereafter become exercisable as to any additional shares and (ii) if Upon the period termination of exercisability for this Option following such termination has not been specified by the Board, the vested portion of this Option shall remain exercisable (to the extent not previously exercised) for three (3) months after the day on which the Participant’s employment or engagement is terminatedwith the Company and/or a subsidiary and/or an Affiliate by the Company and/or a subsidiary and/or an Affiliate without Cause (a “Qualifying Termination”), whereupon this Option shall terminate; except thatunvested RSUs will (subject to Paragraph 4(C) below) be treated in accordance with Appendix 1. (aB) If Upon the Participant is on military, sick leave or other leave termination of absence approved by the Company, his or her Participant’s employment or engagement with the Company will be treated as continuing intact if and/or a subsidiary and/or an Affiliate (1) by the period Company and/or a subsidiary and/or an Affiliate due to the disability of such leave does not exceed ninety (90) days, or, if longer, so long as the Participant’s right , as defined by Section 6 of the Equality Act 2010 or (2) due to reemployment or the survival death of his or her service arrangement with the Company is guaranteed either by statute or by contract; otherwiseParticipant while performing Continuous Service, the Participant’s employment or engagement will be deemed unvested RSUs shall (subject to have terminated on the 91st day of such leaveParagraph 4(C) below) vest in full immediately. (bC) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company and/or a subsidiary and/or an Affiliate without Cause or due to the disability of the Participant, as defined above, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a fully effective statutory settlement agreement and release of claims at such time(s) and in such form as may be required by the Company (the “Release”). If the Participant’s employment Release is terminated not timely executed and delivered by reason of his the Participant to the Company, or her retirement from the Company at normal retirement age, each Option then held if such Release is timely executed and delivered but is subsequently revoked by the Participant, to the extent exercisable at retirement, may be exercised by then the Participant at any time within three (3) months after such retirement unless terminated earlier will automatically forfeit the unvested RSUs covered by its termsthis Award effective as of the Trigger Date. (cD) If the Participant’s employment or engagement is terminated by reason of his or her death, each Option then held by the Participant, to the extent exercisable at the date of death, may be exercised at any time within one year after that date (unless terminated earlier by its terms) by the person(s) to whom the Participant’s option rights pass by will or by the applicable laws of descent and distribution. (d) If the Participant’s employment or engagement is terminated by reason of his or her becoming permanently and totally disabled, each Option then held by the Participant, to the extent exercisable upon the occurrence of permanent and total disability, may be exercised by the Participant at any time within one (1) year after such occurrence unless terminated earlier by its terms. For purposes hereofof this Agreement, an individual shall be deemed to be the term “permanently and totally disabledCause” if he or she is unable to engage means a separation from service (as defined in any substantial gainful activity by reason Section 409A of the Code) as a result of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any determination of permanent and total disability shall be made in good faith by the Company on the basis of a report signed by a qualified physician.following:

Termination of Employment or Engagement. If Except as otherwise provided in this Paragraph 4, the Optionholder’s status as an employee or consultant Participant will automatically forfeit any and all unvested RSUs covered by this Award on the earlier of the date of (a1) service of notice of termination of the Participant's employment or engagement by the Company and/or any of its subsidiaries and/or Affiliates, (2) service of notice of resignation by the Participant from such employment or engagement, (and in respect of each of (1) and (2), irrespective of the fact that the effective date of termination of such employment or engagement will not occur until some later date) and/or (3) the Company, summary termination (bwhether by the Company and/or any of its subsidiaries and/or Affiliates or the Participant) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing employment or assuming a stock option engagement, in a transaction to which section 424(a) of the Code applies, is terminated each case for any reason (voluntary or involuntarythe “Trigger Date”), . Notwithstanding the foregoing: (iA) this Option shall not thereafter become exercisable as to any additional shares and (ii) if Upon the period termination of exercisability for this Option following such termination has not been specified by the Board, the vested portion of this Option shall remain exercisable (to the extent not previously exercised) for three (3) months after the day on which the Participant’s employment or engagement is terminated, whereupon this Option shall terminate; except thatwith the Company and/or a subsidiary and/or an Affiliate by the Company and/or a subsidiary and/or an Affiliate without Cause (a “Qualifying Termination”) unvested RSUs will (subject to Paragraph 4(C) below) be treated in accordance with Appendix 1. (aB) If Upon the Participant is on military, sick leave or other leave termination of absence approved by the Company, his or her Participant’s employment or engagement with the Company will be treated as continuing intact if the period of such leave does not exceed ninety and/or a subsidiary and/or an Affiliate (901) days, or, if longer, so long as the Participant’s right to reemployment or the survival of his or her service arrangement with by the Company is guaranteed either by statute and/or a subsidiary and/or an Affiliate due to the Disability of the Participant while performing Continuous Service or by contract; otherwise(2) due to the death of the Participant while performing Continuous Service, the Participant’s employment or engagement will be deemed unvested RSUs shall (subject to have terminated on the 91st day of such leaveParagraph 4(C) below) vest in full immediately. (bC) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company and/or a subsidiary and/or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a fully effective settlement agreement and release of claims at such time(s) and in such form as may be required by the Company (the “Release”). If the Participant’s employment Release is terminated not timely executed and delivered by reason of his the Participant to the Company, or her retirement from the Company at normal retirement age, each Option then held if such Release is timely executed and delivered but is subsequently revoked by the Participant, to the extent exercisable at retirement, may be exercised by then the Participant at any time within three (3) months after such retirement unless terminated earlier will automatically forfeit the unvested RSUs covered by its termsthis Award effective as of the Trigger Date. (cD) If the Participant’s employment or engagement is terminated by reason of his or her death, each Option then held by the Participant, to the extent exercisable at the date of death, may be exercised at any time within one year after that date (unless terminated earlier by its terms) by the person(s) to whom the Participant’s option rights pass by will or by the applicable laws of descent and distribution. (d) If the Participant’s employment or engagement is terminated by reason of his or her becoming permanently and totally disabled, each Option then held by the Participant, to the extent exercisable upon the occurrence of permanent and total disability, may be exercised by the Participant at any time within one (1) year after such occurrence unless terminated earlier by its terms. For purposes hereofof this Agreement, an individual shall be deemed to be the term “permanently and totally disabledCause” if he or she is unable to engage means a separation from service (as defined in any substantial gainful activity by reason Section 409A of the Code) as a result of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any determination of permanent and total disability shall be made in good faith by the Company on the basis of a report signed by a qualified physician.following:

Termination of Employment or Engagement. If Except as otherwise provided in this Paragraph 4, the Optionholder’s status as an employee or consultant Participant will automatically forfeit the PSUs covered by this Award on the earlier of the date of (a1) service of notice of termination of the Participant's employment or engagement by the Company and/or any of its subsidiaries and/or Affiliates, (2) service of notice of resignation by the Participant from such employment or engagement, (and in respect of each of (1) and (2), irrespective of the fact that the effective date of termination of such employment or engagement will not occur until some later date) and/or (3) the Company, summary termination (bwhether by the Company and/or any of its subsidiaries and/or Affiliates or the Participant) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing employment or assuming a stock option engagement, in a transaction to which section 424(a) of the Code applies, is terminated each case for any reason (voluntary or involuntary), (i) this Option shall not thereafter become exercisable as to any additional shares and (ii) if the period of exercisability for this Option following such termination has not been specified by the Board, the vested portion of this Option shall remain exercisable (prior to the extent not previously exercised) for three (3) months after the day date on which the PSUs vest (the “Trigger Date”). Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment or engagement is terminatedwith the Company and/or a subsidiary and/or an Affiliate prior to vesting (1) by the Company and/or a subsidiary and/or an Affiliate without Cause or (2) by the Participant for Good Reason (each a “Qualifying Termination”), whereupon this Option shall terminate; except thatAward will (subject to Paragraph 4(C) below) be treated in accordance with Appendix 1. (aB) If Upon the Participant is on military, sick leave or other leave termination of absence approved by the Company, his or her Participant’s employment or engagement with the Company will be treated as continuing intact if the period of such leave does not exceed ninety and/or a subsidiary and/or an Affiliate prior to vesting (901) days, or, if longer, so long as the Participant’s right to reemployment or the survival of his or her service arrangement with by the Company is guaranteed either by statute or by contract; otherwise, and/or a subsidiary and/or an Affiliate due to the Participant’s employment or engagement will be deemed to have terminated on the 91st day disability of such leave. (b) If the Participant’s employment is terminated by reason of his or her retirement from the Company at normal retirement age, each Option then held by the Participant, as defined by Section 6 of the Equality Act 2010 or (2) due to the extent exercisable at retirement, may be exercised by death of the Participant at any time within three (3) months after such retirement unless terminated earlier by its terms. (c) If while performing Continuous Service, the Participant’s employment or engagement is terminated by reason of his or her death, each Option then held by the Participant, to the extent exercisable at the date of death, may be exercised at any time within one year after that date (unless terminated earlier by its terms) by the person(s) to whom the Participant’s option rights pass by will or by the applicable laws of descent and distribution. (d) If the Participant’s employment or engagement is terminated by reason of his or her becoming permanently and totally disabled, each Option then held by the Participant, to the extent exercisable upon the occurrence of permanent and total disability, may be exercised by the Participant at any time within one (1) year after such occurrence unless terminated earlier by its terms. For purposes hereof, an individual Target PSUs shall be deemed to be “permanently the Earned PSUs and totally disabled” if he or she is unable shall (subject to engage Paragraph 4(C) below) vest in any substantial gainful activity by reason full immediately. (C) Notwithstanding anything herein to the contrary, this Award will not vest as a result of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any determination of permanent and total disability shall be made in good faith termination by the Company on and/or a subsidiary and/or an Affiliate without Cause, by the basis Participant for Good Reason or due to the disability of the Participant (as defined above), in each case, unless the Participant executes and delivers to the Company (and does not revoke) a report signed fully effective statutory settlement agreement and release of claims at such time(s) and in such form as may be required by the Company (the “Release”). If the Release is not timely executed and delivered by the Participant to the Company, or if such Release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the PSUs covered by this Award effective as of the Trigger Date. (D) For purposes of this Agreement, the term “Cause” means a qualified physician.separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Engagement. If Except as otherwise provided in this Paragraph 4, the Optionholder’s status as an employee or consultant Participant will automatically forfeit any and all unvested RSUs covered by this Award on the earlier of the date of (a1) service of notice of termination of the Participant's employment or engagement by the Company and/or any of its subsidiaries and/or Affiliates, (2) service of notice of resignation by the Participant from such employment or engagement, (and in respect of each of (1) and (2), irrespective of the fact that the effective date of termination of such employment or engagement will not occur until some later date) and/or (3) the Company, summary termination (bwhether by the Company and/or any of its subsidiaries and/or Affiliates or the Participant) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing employment or assuming a stock option engagement, in a transaction to which section 424(a) of the Code applies, is terminated each case for any reason (voluntary or involuntarythe “Trigger Date”), . Notwithstanding the foregoing: (iA) this Option shall not thereafter become exercisable as to any additional shares and (ii) if Upon the period termination of exercisability for this Option following such termination has not been specified by the Board, the vested portion of this Option shall remain exercisable (to the extent not previously exercised) for three (3) months after the day on which the Participant’s employment or engagement is terminatedwith the Company and/or a subsidiary and/or an Affiliate (1) by the Company and/or a subsidiary and/or an Affiliate without Cause; or (2) by the Participant for Good Reason (each a “Qualifying Termination”), whereupon this Option shall terminate; except thatunvested RSUs will (subject to Paragraph 4(C) below) be treated in accordance with Appendix 1. (aB) If Upon the Participant is on military, sick leave or other leave termination of absence approved by the Company, his or her Participant’s employment or engagement with the Company will be treated as continuing intact if and/or a subsidiary and/or an Affiliate (1) by the period Company and/or a subsidiary and/or an Affiliate due to the disability of such leave does not exceed ninety (90) days, or, if longer, so long as the Participant’s right , as defined by Section 6 of the Equality Act 2010 or (2) due to reemployment or the survival death of his or her service arrangement with the Company is guaranteed either by statute or by contract; otherwiseParticipant while performing Continuous Service, the Participant’s employment or engagement will be deemed unvested RSUs shall (subject to have terminated on the 91st day of such leaveParagraph 4(C) below) vest in full immediately. (bC) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company and/or a subsidiary and/or an Affiliate without Cause, by the Participant for Good Reason or due to the disability of the Participant, as defined above, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a fully effective statutory settlement agreement and release of claims at such time(s) and in such form as may be required by the Company (the “Release”). If the Participant’s employment Release is terminated not timely executed and delivered by reason of his the Participant to the Company, or her retirement from the Company at normal retirement age, each Option then held if such Release is timely executed and delivered but is subsequently revoked by the Participant, to the extent exercisable at retirement, may be exercised by then the Participant at any time within three (3) months after such retirement unless terminated earlier will automatically forfeit the unvested RSUs covered by its termsthis Award effective as of the Trigger Date. (cD) If the Participant’s employment or engagement is terminated by reason of his or her death, each Option then held by the Participant, to the extent exercisable at the date of death, may be exercised at any time within one year after that date (unless terminated earlier by its terms) by the person(s) to whom the Participant’s option rights pass by will or by the applicable laws of descent and distribution. (d) If the Participant’s employment or engagement is terminated by reason of his or her becoming permanently and totally disabled, each Option then held by the Participant, to the extent exercisable upon the occurrence of permanent and total disability, may be exercised by the Participant at any time within one (1) year after such occurrence unless terminated earlier by its terms. For purposes hereofof this Agreement, an individual shall be deemed to be the term “permanently and totally disabledCause” if he or she is unable to engage means a separation from service (as defined in any substantial gainful activity by reason Section 409A of the Code) as a result of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any determination of permanent and total disability shall be made in good faith by the Company on the basis of a report signed by a qualified physician.following: