Common use of Termination of Service as a Director Clause in Contracts

Termination of Service as a Director. a) If the Non-Employee Director’s service as a director of the Company is terminated by the Non-Employee Director for any reason other than those described in clauses (b) and (c) below prior to the Vesting Date, then the RSUs covered by the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination of service. b) If the Non-Employee Director’s service as a director of the Company terminates prior to the Vesting Date (i) as a result of his or her death or Disability, (ii) as a result of his or her Retirement or (iii) as a result of a Termination of Service Due to Election Results, then the RSUs and all Retained Distributions relating thereto shall fully vest on the date of any such termination and Shares subject to the RSUs shall be issued or transferred to the Non-Employee Director as soon as practicable, but no later than 90 days, following such termination of service as a director. c) The RSUs and all Retained Distributions relating thereto shall vest in the event a Non-Employee Director (a “withdrawing Non-Employee Director”) terminates his or her service as a member of the Board (i) for reasons of personal or financial hardship; (ii) to serve in any governmental, diplomatic or any other public service position or capacity; (iii) to avoid or protect against a conflict of interest of any kind; (iv) on the advice of legal counsel; or (v) on a case by case basis in the discretion of the Board, for any other extraordinary circumstance that the Board determines to be comparable to the foregoing; provided that the payment of the Shares shall not occur before the first date on which a payment could be made without subjecting the Non-Employee Director to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The withdrawing Non-Employee Director shall abstain from participating in any determination made by the Board with respect to any matter relating to the foregoing.

Termination of Service as a Director. a) If the Non-Employee Director’s service as a director of the Company is terminated by the Non-Employee Director for any reason other than those described in clauses (b) and (c) below prior to the Vesting Date, then the RSUs covered by the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination of service. b) If the Non-Employee Director’s service as a director of the Company terminates prior to the Vesting Date (i) as a result of his or her death or Disability, (ii) as a result of his or her Retirement or (iii) as a result of a Termination of Service Due to Election Results, then the RSUs and all Retained Distributions relating thereto shall fully vest on the date of any such termination and Shares subject to the RSUs shall be issued or transferred to the Non-Employee Director Director, as soon as practicable, but no later than 90 days, days following such termination of service as a director. c) The RSUs and all Retained Distributions relating thereto shall vest in the event a Non-Employee Director (a “withdrawing Non-Employee Director”) ” terminates his or her service as a member of the Board (i) for reasons of personal or financial hardship; (ii) to serve in any governmental, diplomatic or any other public service position or capacity; (iii) to avoid or protect against a conflict of interest of any kind; (iv) on the advice of legal counsel; or (v) on a case by case basis in the discretion of the Board, for any other extraordinary circumstance that the Board determines to be comparable to the foregoing; provided that the payment of the Shares shall not occur before the first date on which a payment could be made without subjecting the Non-Employee Director to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The withdrawing Non-Employee Director shall abstain from participating in any determination made by the Board with respect to any matter relating to the foregoing. d) In the event the Non-Employee Director ceases to serve as a director of the Company, the Non-Employee Director shall have no claim against the Company with respect to the RSUs and related Retained Distributions, if any, other than as set forth in this paragraph 5, the provisions of this paragraph 5 being the sole remedy of the Non-Employee Director with respect thereto.

Termination of Service as a Director. (a) If the Non-Employee Director’s service as a director of the Company is terminated by the Non-Employee Director for any reason other than those described in clauses clause (b) and (c) below prior to the Vesting DateDate with respect to any portion of the Award, then the RSUs covered by any such portion of the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination of service. (b) If the Non-Employee Director’s service as a director of the Company terminates prior to the Vesting Date (i) as a result of his or her death or Disability, (ii) as a result of his or her Retirement or (iii) as a result of a Termination of Service Due to Election Results, then the RSUs for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto shall shall, to the extent the RSUs were not extinguished prior to such termination of service as a director, fully vest on the date of any such termination and Shares subject to the RSUs shall be issued or transferred to the Non-Employee Director Director, as soon as practicable, but no later than 90 days, days following such termination of service as a director. (c) The In the discretion of the Board on a case by case basis, the RSUs and all Retained Distributions relating thereto shall vest in the event a an Non-Employee Director (a “withdrawing Non-Employee Director”) ” terminates his or her service as a member of the Board (i) for reasons of personal or financial hardship; (ii) to serve in any governmental, diplomatic or any other public service position or capacity; (iii) to avoid or protect against a conflict of interest of any kind; (iv) on the advice of legal counsel; or (v) on a case by case basis in the discretion of the Board, for any other extraordinary circumstance that the Board determines to be comparable to the foregoing; provided that the payment of the Shares shall not occur before the first date on which a payment could be made without subjecting the Non-Employee Director to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The withdrawing Non-Employee Director shall abstain from participating in any determination made by the Board with respect to any matter relating to the foregoing. (d) In the event the Non-Employee Director ceases to serve as a director of the Company, the Non-Employee Director shall have no claim against the Company with respect to the RSUs and related Retained Distributions, if any, other than as set forth in this paragraph 5, the provisions of this paragraph 5 being the sole remedy of the Non-Employee Director with respect thereto.