Common use of Termination of Service – Death or Disability Clause in Contracts

Termination of Service – Death or Disability. Notwithstanding Section 1.1(b) above, the following Section 1.1(c) shall apply in the event of the Participant’s Termination of Service due to death or Disability prior to the Service Vesting Date (an “Intervening Termination”). Upon such an Intervening Termination, all of the Company’s obligations and the Participant’s rights under this Agreement will remain in effect (except as otherwise provided herein), and a pro-rata amount of the PSUs awarded hereunder (“Outstanding PSUs”) shall be deemed to have satisfied the service-based vesting condition as of the occurrence of such Intervening Termination. With respect to the preceding sentence, such pro-rated amount of the Outstanding PSUs shall be based on the portion of the above three (3)-year TSR Performance Period during which the Participant was employed prior to such Intervening Termination (the “Prorated PSUs”), it being understood that the remaining portion of such Outstanding PSUs (i.e., that is not pro-rated pursuant to the above), shall be forfeited upon such Intervening Termination (and all of the Company’s obligations and the Participant’s rights under this Agreement with respect to such forfeited portion of the Outstanding PSUs shall immediately terminate). The Prorated PSUs shall remain outstanding and eligible to vest as of the last day of the TSR Performance Period based on the level achievement of the Financial Performance Goal Payout Percentage and the rTSR Modifier Percentage in accordance with the terms set forth above. The shares of Common Stock that are issuable and/or deliverable with respect to any Prorated PSUs that are earned and become Vested PSUs pursuant to the foregoing shall be issued and/or delivered to the Participant within two and a half (2.5) months following the last day of the TSR Performance Period; provided, however, that if the Participant violates the terms of Sections 11 through 14 of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to, any Company Group Member prior to the issuance and/or delivery of shares of Common Stock with respect to such Vested PSUs, then all of the PSUs awarded hereunder (including any PSUs that become Vested PSUs) and all of the Company’s obligations and the Participant’s rights under this Agreement (with respect to the portion of the PSU Award relating to such Vested PSUs) shall immediately terminate. For purposes of this Agreement, “Disability” shall mean inability of the Participant to perform in all material respects his or her duties and responsibilities for the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (x) for a period of six consecutive months or (y) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee.

Termination of Service – Death or Disability. Notwithstanding Section 1.1(b1(b) above, the following Section 1.1(c) shall apply in the event of the Participant’s Termination of Service due to death or Disability prior to the Service Vesting Date (an “Intervening Termination”). Upon such an Intervening Termination, all of the Company’s obligations and the Participant’s rights under this Agreement will remain in effect (except as otherwise provided herein), and a pro-rata amount of the PSUs any then-outstanding and unvested RIUs awarded hereunder (“Outstanding PSUsRIUs”) shall be deemed vest (as Vested RIUs), if at all, to have satisfied the servicefollowing extent: such pro-based vesting condition as rata amount of the occurrence Outstanding RIUs shall vest upon the satisfaction of such Intervening Terminationthe Liquidity Event Condition. With respect to the preceding sentence, such the pro-rated amount of the Outstanding PSUs RIUs that remain eligible to vest hereunder shall be based on the portion of the above three (3)-year TSR Performance Period vesting period during which the Participant was employed prior to such Intervening Termination (the “Prorated PSUs”)Termination, it being understood that the remaining portion of such Outstanding PSUs RIUs (i.e., that is not pro-rated pursuant to the above), shall be forfeited upon such Intervening Termination (and all of the Company’s obligations and the Participant’s rights under this Agreement with respect to such forfeited portion of the Outstanding PSUs RIUs shall immediately terminate). The Prorated PSUs shall remain outstanding and eligible to vest as of the last day of the TSR Performance Period based on the level achievement of the Financial Performance Goal Payout Percentage and the rTSR Modifier Percentage in accordance with the terms set forth above. The shares of Common Stock Units that are issuable and/or deliverable with respect to any Prorated PSUs that are earned and become Vested PSUs RIUs pursuant to the foregoing shall be issued and/or delivered to the Participant within two and a half (2.5) months following such time that such Vested RIUs become vested pursuant to the last day of the TSR Performance Periodabove; provided, however, that if the Participant violates the terms of Sections 11 10 through 14 13 of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to, any Company Group Member prior to the issuance and/or delivery of shares of Common Stock Units with respect to such Vested PSUsRIUs, then all of the PSUs awarded hereunder (including any PSUs that become such Vested PSUs) RIUs and all of the Company’s obligations and the Participant’s rights under this Agreement (with respect to the portion of the PSU RIU Award relating to such Vested PSUsRIUs) shall immediately terminate. For purposes of this Agreement, “Disability” shall mean inability of the Participant to perform in all material respects his or her duties and responsibilities for the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (x) for a period of six consecutive months or (y) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee.

Termination of Service – Death or Disability. Notwithstanding Section 1.1(b) above, the following Section 1.1(c) shall apply in the event of the Participant’s Termination of Service due to death or Disability prior to the Service Vesting Date (an “Intervening Termination”). Upon such an Intervening Termination, all of the Company’s obligations and the Participant’s rights under this Agreement will remain in effect (except as otherwise provided herein), and a pro-rata amount of the PSUs any then-outstanding and unvested RSUs awarded hereunder (“Outstanding PSUsRSUs”) shall be deemed to have satisfied the service-based vesting condition vest (as Vested RSUs), as of the occurrence of such Intervening Termination. With respect to the preceding sentence, such pro-rated amount of the Outstanding PSUs RSUs shall be based on the portion of the above three (3)-year TSR Performance Period vesting period during which the Participant was employed prior to such Intervening Termination (the “Prorated PSUs”)Termination, it being understood that the remaining portion of such Outstanding PSUs RSUs (i.e., that is not pro-rated pursuant to the above), shall be forfeited upon such Intervening Termination (and all of the Company’s obligations and the Participant’s rights under this Agreement with respect to such forfeited portion of the Outstanding PSUs RSUs shall immediately terminate). The Prorated PSUs shall remain outstanding and eligible to vest as of the last day of the TSR Performance Period based on the level achievement of the Financial Performance Goal Payout Percentage and the rTSR Modifier Percentage in accordance with the terms set forth above. The shares of Common Stock that are issuable and/or deliverable with respect to any Prorated PSUs that are earned and become Vested PSUs RSUs pursuant to the foregoing shall be issued and/or delivered to the Participant within two and a half (2.5) months following such time that such Vested RSUs become vested pursuant to the last day of the TSR Performance Periodabove; provided, however, that if the Participant violates the terms of Sections 11 through 14 of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to, any Company Group Member prior to the issuance and/or delivery of shares of Common Stock with respect to such Vested PSUsRSUs, then all of the PSUs awarded hereunder (including any PSUs that become such Vested PSUs) RSUs and all of the Company’s obligations and the Participant’s rights under this Agreement (with respect to the portion of the PSU RSU Award relating to such Vested PSUsRSUs) shall immediately terminate. For purposes of this Agreement, “Disability” shall mean inability of the Participant to perform in all material respects his or her duties and responsibilities for the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (x) for a period of six consecutive months or (y) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee.

Termination of Service – Death or Disability. Notwithstanding Section 1.1(b1(b) above, the following Section 1.1(c) shall apply in the event of the Participant’s Termination of Service due to death or Disability prior to the Service Vesting Date (an “Intervening Termination”). Upon such an Intervening Termination, all of the Company’s obligations and the Participant’s rights under this Agreement will remain in effect (except as otherwise provided herein), and a pro-rata amount of the PSUs awarded hereunder Total Target RIUs shall vest (“Outstanding PSUs”as Vested RIUs), if at all, to the following extent: (i) shall be deemed with respect to have satisfied the service-based vesting condition as of the occurrence of any Measurement Period that has commenced, but has not ended, prior to such Intervening Termination. With respect to the preceding sentence, such a pro-rated amount of the Outstanding PSUs Tranche Target RIUs applicable to such Measurement Period shall be eligible to vest as of the latest of (x) the satisfaction of the Liquidity Event Condition, (y) the date of the Intervening Termination, or (z) the end of such Measurement Period, in each case subject to the satisfaction of the Performance Criteria, (ii) with respect to any Measurement Period that has ended prior to such Intervening Termination, the number of Vested RIUs that would otherwise be issuable and/or deliverable with respect to such Measurement Period (if the Service Condition and Liquidity Event Condition were satisfied) shall vest as of the later of (x) the satisfaction of the Liquidity Event Condition or (y) the date of the Intervening Termination, in each case subject to the prior satisfaction of the Performance Criteria, and (iii) with respect to any Measurement Period that has not commenced prior to such Intervening Termination, the Tranche Target RIUs applicable to such Measurement Period shall be forfeited (and all of the Company’s obligations and the Participant’s rights under this Agreement with respect to such Tranche Target RIUs shall immediately terminate). With respect to the Tranche Target RIUs described in clause (i) above, the pro-rated amount of Tranche Target RIUs that remain eligible to vest hereunder shall be based on the portion of the above three (3)-year TSR Performance Measurement Period during which the Participant was employed prior to such Intervening Termination (the “Prorated PSUs”)Termination, it being understood that the remaining portion of such Outstanding PSUs Tranche Target RIUs (i.e., that is not pro-rated pursuant to the above), shall be forfeited upon such Intervening Termination (and all of the Company’s obligations and the Participant’s rights under this Agreement with respect to such forfeited portion of the Outstanding PSUs such Tranche Target RIUs shall immediately terminate). The Prorated PSUs shall remain outstanding and eligible to vest as of the last day of the TSR Performance Period based on the level achievement of the Financial Performance Goal Payout Percentage and the rTSR Modifier Percentage in accordance with the terms set forth above. The shares of Common Stock Units that are issuable and/or deliverable with respect to any Prorated PSUs that are earned Vested RIUs under clauses (i) and become Vested PSUs pursuant to the foregoing (ii) above shall be issued and/or delivered released to the Participant within two and a half (2.5) months following such time that such Vested RIUs become vested pursuant to such clauses (i) and (ii), the last day date of such release being the TSR Performance PeriodRelease Date for such purposes; provided, however, that if the Participant violates the terms of Sections 11 10 through 14 13 of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to, any Company Group Member prior to the issuance and/or delivery Release Date, then the portion of shares of Common Stock with respect the RIU Award that relates to such Vested PSUs, then all of the PSUs awarded hereunder (including any PSUs that become Vested PSUs) RIUs and all of the Company’s obligations and the Participant’s rights under this Agreement (with respect to the such portion of the PSU Award relating to such Vested PSUsRIU Award) shall immediately terminate. For purposes of this Agreement, “Disability” shall mean inability of the Participant to perform in all material respects his or her duties and responsibilities for the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (x) for a period of six consecutive months or (y) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee.