Common use of Termination Without Cause by the Corporation or for Good Reason by Executive Clause in Contracts

Termination Without Cause by the Corporation or for Good Reason by Executive. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments and benefits, subject to Section 13: (a) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) Any Bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture; (c) A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive’s employment terminated. The Corporation shall determine what annual Bonus, if any, Executive would have earned had Executive been employed through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Corporation’s other similarly situated executives; provided that, with respect to any personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination, and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for thirty-six (36) months following the date of termination; and (e) Cash reimbursement of Executive’s COBRA premiums (or an amount equal to Executive’s COBRA premiums) (sufficient to cover full family health care) for a period of thirty-six (36) months following the termination of Executive’s employment, if Executive elects such COBRA coverage; provided, however, that any payments or reimbursements for such COBRA premiums that are subject to Code Section 409A will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions). The foregoing notwithstanding, the Corporation’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to Executive or Executive’s dependents beyond that mandated by law. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated employment twelve (12) months following the date of Executive’s actual termination of employment.

Termination Without Cause by the Corporation or for Good Reason by Executive. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments and benefits, subject to Section 13: (a) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) Any Bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture; (c) A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive’s employment terminated. The Corporation shall determine what annual Bonus, if any, Executive would have earned had Executive been employed through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Corporation’s other similarly situated executives; provided that, with respect to any personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination, and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for thirty-six eighteen (3618) months following the date of termination; and (e) Cash reimbursement of Executive’s COBRA premiums (or an amount equal to Executive’s COBRA premiums) (sufficient to cover full family health care) for a period of thirty-six eighteen (3618) months following the termination of Executive’s employment, if Executive elects such COBRA coverage; provided, however, that any payments or reimbursements for such COBRA premiums that are subject to Code Section 409A will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions). The foregoing notwithstanding, the Corporation’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to Executive or Executive’s dependents beyond that mandated by law. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated employment twelve (12) months following the date of Executive’s actual termination of employment.

Termination Without Cause by the Corporation or for Good Reason by Executive. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i6(a) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereofhereof and such termination is not on or within twenty-four (24) months after a Change in Control, Executive shall be entitled to the following payments and benefits, subject to Section 13: (a) i. The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) ii. Any Bonus that has been actually earned as of or in the fiscal year prior to the employment termination date, but that has not yet been paid, paid shall be payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a one-half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeitureExecutive becomes vested in such Bonus; (c) iii. A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii4(b) for the year in which Executive’s employment terminatedterminated (hereinafter, the “Prorated Bonus”). The Corporation shall determine what annual Bonus, if any, Executive would have earned had Executive she been employed through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Corporation’s other similarly situated executives; provided that, with respect to any personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph Section shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination, termination and the denominator of which is 365. Any Prorated Bonus payment due under this paragraph Section shall be paid at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a one-half (2½) months after the close of the calendar fiscal year in which Executive would have become vested in such Bonus; iv. A lump sum payment equal to two (d2) Continuing payments times the sum of (A) Base SalarySalary and (B) target Bonus for the fiscal year of termination, payable in accordance with regular payroll practices of the Corporation, for thirty-six (36) months following the date of termination; and (e) Cash reimbursement of Executive’s COBRA premiums (or an amount equal to Executive’s COBRA premiums) (sufficient to cover full family health care) for a period of thirty-six (36) months following the termination of Executive’s employment, if Executive elects such COBRA coverage; provided, however, that any payments or reimbursements for such COBRA premiums that are subject to Code Section 409A will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions). The foregoing notwithstanding, the Corporation’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to Executive or Executive’s dependents beyond that mandated by law. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated employment twelve (12) months following the date of Executive’s actual termination of employment.within ten

Termination Without Cause by the Corporation or for Good Reason by Executive. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i6(a) hereof or Executive terminates Executive’s his employment for Good Reason under Section 7 hereofhereof and it is not on or within twenty-four (24) months after a Change in Control, Executive shall be entitled to the following payments and benefits, subject to Section 13: (ai) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (bii) Any Bonus that has been actually earned as of or in the fiscal year prior to the employment termination date, but that has not yet been paid, shall be payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a one-half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeitureExecutive becomes vested in such Bonus; (ciii) A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii4(b) for the year in which Executive’s employment terminatedterminated (hereinafter, the “Prorated Bonus”). The Corporation shall determine what annual Bonus, if any, Executive would have earned had Executive he been employed through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Corporation’s other similarly situated executives; provided that, with respect to any personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph Section shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination, termination and the denominator of which is 365. Any Prorated Bonus payment due under this paragraph Section shall be paid at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a one-half (2½) months after the close of the calendar fiscal year in which Executive would have become vested in such Bonus; (div) Continuing payments A lump sum payment equal to two (2) times the sum of (A) Base SalarySalary (B) target Bonus for the fiscal year of termination, payable within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with regular payroll practices and subject to Section 13; (v) Immediate accelerated full vesting of the Corporationtime-based restricted stock units under the Sign-On Award and immediate accelerated vesting of the time-based vesting provisions of the portion of the restricted stock units under the Sign-On Award that are performance-based, for thirtywhich shall remain outstanding pending the satisfaction (or not) of the performance-six (36) months following the date of termination; andbased vesting criteria; (evi) Monthly Cash reimbursement of Executive’s COBRA premiums (or an amount equal to Executive’s COBRA premiums) (sufficient to cover full family health care) for a period of thirty-six eighteen (3618) months following the termination of Executive’s employment, employment if Executive elects such COBRA coverage; provided, however, that any payments or reimbursements for such COBRA premiums that are subject to Code Section 409A will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions). The foregoing notwithstanding, the Corporation’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to Executive or Executive’s his dependents beyond that mandated by law. If, during (The foregoing (vii) is hereinafter referred to as the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, for purposes of determining the vested portions of Executive’s stock options and any other equity compensation awards then outstanding, Executive shall be deemed to have terminated employment twelve (12) months following the date of Executive’s actual termination of employment“COBRA Benefits”).

Termination Without Cause by the Corporation or for Good Reason by Executive. If, during the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof (which, to avoid doubt, shall include a Non-Renewal of the Term by the Corporation) or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments and benefits, subject to Section 13: (a) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (b) Any Bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture; (c) A pro rata portion of the amount of Bonus, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive’s employment terminated. The Corporation shall determine what annual Bonus, if any, Executive would have earned had Executive been employed through the end of the applicable period (the “Base Incentive Amount”), in accordance with the methods used to calculate the annual Bonus for the Corporation’s other similarly situated executives; provided that, with respect to any personal performance evaluation element of the annual Bonus calculation, if all financial metric components meet or exceed the “target” level of performance, Executive shall be deemed awarded one hundred percent (100%) of the potential personal performance evaluation bonus; if no financial metric bonus is awarded, no personal performance evaluation bonus will be deemed awarded, and amounts in between the threshold, target and maximum levels of performance will be determined by linear interpolation. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount base incentive amount by a fraction, the numerator of which is the number of calendar days from the beginning of the applicable annual period in which the termination occurred through the date of termination, and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and a half (2½) months after the close of the calendar year in which Executive would have become vested in such Bonus; (d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for thirtytwenty-six four (3624) months following the date of termination; and; (e) (i) Cash reimbursement of Executive’s COBRA premiums (or an amount equal to Executive’s COBRA premiums) (sufficient to cover full family health care) for a period of thirty-six eighteen (3618) months following the termination of Executive’s employment, if Executive is eligible for and elects such COBRA coverage; plus (ii) if Executive remains eligible for COBRA throughout such 18 month period, the Corporation shall pay Executive a monthly cash payment representing Executive’s COBRA premiums for months 19 through 24 following Executive’s last day of employment with the Corporation; provided, however, that any if the Corporation determines that it cannot reimburse the amounts described in subsection (i) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Corporation shall convert such payments or reimbursements to payroll payments directly to Executive for such COBRA premiums that are the time period specified above. Such payments to Executive shall be subject to Code Section 409A will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions)tax-related deductions and withholdings and paid on the Corporation’s regular payroll dates. The foregoing notwithstanding, the Corporation’s obligation to reimburse or make payments described in the preceding sentence sentences shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to Executive or Executive’s dependents beyond that mandated by law. If, during ; and (f) If the Term, the Corporation terminates Executive’s employment without Cause under Section 6(i) hereof or Executive terminates Executive’s employment for Good Reason under Section 7 hereof, for purposes of determining the vested portions date of Executive’s termination of employment occurs prior to the third anniversary of the Start Date, the Initial Awards that would have vested had Executive remained employed by the Corporation between such employment termination date and such third anniversary shall accelerate and vest and become non-forfeitable as of the later of the date of termination or the effective date of the Release, with the acceleration of the Initial PSUs determined assuming full 100% target performance. (g) Except for the Initial Awards, (i) all outstanding time-based restricted stock options and unit awards (which, to avoid doubt, shall not include any other equity compensation awards then outstanding, restricted stock units subject to performance-based vesting) held by Executive shall be deemed to that would have terminated employment vested during the twelve (12) months following the date of Executive’s actual termination of employmentemployment had Executive remained employed during such period shall accelerate and vest and become exercisable or non-forfeitable as of the later of the date of termination or the effective date of the Release, provided that, for the purposes of such acceleration, and in such instance only, the Parties shall assume a three year vesting schedule with the applicable time-based awards vesting monthly in equal installments over the applicable vesting period (for purposes of clarity and to avoid ambiguity, the following is an example of Executive’s acceleration provision: If after 11 months of vesting on a new RSU grant made to Executive and the Executive is terminated by the Company without Cause, then Executive would be entitled to 11 months plus an additional 12 months for a total of 23 months of vesting, which should equal to approximately 63.89% (2.778% monthly vesting amount multiplied by 23 months) of the total restricted stock units award granted) and (ii) the Executive shall be entitled to an additional 12 months of actual performance in calculating the payout under performance-based restricted stock unit awards held by the Executive, the payout of which shall be made when the units vest under the terms of the award.