Common use of Termination Without Cause or Termination for Good Reason Clause in Contracts

Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention Plan.

Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve eighteen (12)-month 18)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention Plan.

Termination Without Cause or Termination for Good Reason. If A. The Company may terminate your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) Cause or you may terminate your “Resignation employment hereunder for Good Reason” (as defined below), effective upon the following provisions shall apply: • All giving of your assumed Veritas Options written notice thereof and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shallevent you are terminating your employment for Good Reason, providing the Company 15 days to the extent outstanding but not yet vestedcure such Good Reason, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You in which event you shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion following: (i) salary through the date of your Incentive termination, payable within ninety (90) days of such termination; (ii) a Pro-rata Annual Bonus as follows: for the year of termination, payable not later than ninety (90) days following the end of the year; (iii) fifty percent (50%) of the unvested Sign-on Options will vest and become exercisable on the date of termination with all vested options remaining exercisable for a period of ninety (90) days from the date of termination and all unvested options being forfeited; (iv) regardless of whether termination occurs prior to (or after) January 1, 2005, vesting of Performance Stock Options will be determined at the end of 2004 in accordance with attainment of the goals set forth in Schedule A to Exhibit B and (v) other benefits in accordance with applicable plan and programs of the Company. B. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without your consent: (i) the Company demotes you from the officer or director positions referred to in Section 1 hereof or materially diminishes your duties, (ii) you are not elected or reelected to the position of Director and Chairman (iii) the Company fails to pay you your salary or bonuses as provided in Sections 2 and 3 after being given a reasonable opportunity to cure such portion on failure; (iv) the Company fails to renew your termination date, and the remaining fifty percent employment agreement at the end of the twelve Term; (12)-month period measured from v) a material reduction in your termination date. During such twelve base Salary or annual bonus opportunity as a percentage of Salary; (12)-month periodvi) a change in the reporting structure as set forth in Section 1 of this Agreement; (vii) the relocation of your principal place of employment to a location other than metropolitan area of New York City; (viii) the failure of the Company to obtain the assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after the merger, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used hereinconsolidation, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software sale or similar products. In transaction; (ix) a material breach by the Company of any provision of this Agreement; or (x) in the event of a material breach Change of your obligations during the foregoing 12-month period, Symantec shall Control (as its remedy be relieved of all further obligations to pay the remaining unpaid installments defined below) of the Incentive Bonus. • Symantec shallCompany (except an IPO), at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially are not offered the same level position in the Company, subsequent to the Change of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention PlanControl.

Termination Without Cause or Termination for Good Reason. If your employment with the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation for Good Reason” (as defined below), the following provisions shall apply: • — All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • — In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion of your Incentive Bonus as follows: fifty percent (50%) of such portion on your termination date, and the remaining fifty percent at the end of the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • — Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued health care coverage under the Symantec group health plan, at substantially the same level of coverage and benefits in effect for them at the time of your termination of employment, until the earlier of (i) the expiration of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment or (ii) the first date you are covered under another employer’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided under this Section 9 are conditioned upon your delivery of an effective Release. In addition, such benefits will be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or any other severance payment or benefit from any other Veritas or Symantec Employer source other than your benefits under the Executive Retention Plan.

Termination Without Cause or Termination for Good Reason. If your The Employment Term and the Executive’s employment with hereunder may be terminated by the Symantec Employer terminates by reason of a “Termination without “Cause” (as defined below) or your “Resignation Executive for Good Reason” (as defined below)Reason or by the Company without Cause. In the event of such termination, the following provisions Executive shall apply: • All of your assumed Veritas Options and Veritas Restricted Stock Units as assumed by Symantec in the Acquisition shall, to the extent outstanding but not yet vested, vest and become immediately exercisable or issuable as to all the Symantec shares subject to those options and units at the time of your termination of employment with the Symantec Employer. You shall have the limited period specified in each of the applicable option agreements for your Veritas Options to exercise those Veritas Options following your termination of employment with the Symantec Employer. The shares issuable to you under your Veritas Restricted Stock Units will be subject to Symantec’s collection of the applicable withholding taxes. • In addition to the Accrued Compensation, you will be entitled to receive the remaining unpaid portion Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of your Incentive this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within twenty-one (21) days following the Termination Date (such twenty-one (21) day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to the sum of the Executive’s Base Salary from the Termination Date through the last day of the Employment Term and (ii) the Target Bonus as follows: for the year in which the Termination Date occurs, of which fifty percent (50%) shall be paid within fifteen days following the execution of the Release and any period during which such portion on your termination date, Release may be revoked and the remaining fifty percent at (50%) within six (6) months following the end of Termination Date; (b) If the twelve (12)-month period measured from your termination date. During such twelve (12)-month period, you shall be available to provide consulting services to Symantec for not more than ten (10) hours per month Executive timely and shall not perform functions similar to the functions you performed for Symantec or Veritas for any entity that is a Competing Business. As used herein, “Competing Business” means any entity that develops, manufactures, sells, licenses, installs, maintains or supports any data protection, storage management, high availability, application performance management or disaster recovery software or similar products. In the event of a material breach of your obligations during the foregoing 12-month period, Symantec shall as its remedy be relieved of all further obligations to pay the remaining unpaid installments of the Incentive Bonus. • Symantec shall, at its sole cost and expense, provide you and your spouse and other eligible dependents with continued properly elects health care continuation coverage under the Symantec group Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and his eligible dependents who were covered under the Company’s health plan, at substantially plans as of the same level date of coverage Executive’s termination under this provision (calculated by reference to the premium as of the date of termination) OR the difference between the monthly COBRA premium paid by the Executive for the Executive and benefits his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination under this provision (calculated by reference to the premium as of the date of termination) and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifth day of the month immediately following the month in effect for them at which the time of your termination of employment, Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earlier of earliest of: (i) the expiration eighteen-month anniversary of the twelve (12)-month period measured from the first day of the first month following the date of your termination of employment or Termination Date; (ii) the first date you are covered under the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives substantially similar coverage from another employeremployer or other source. Notwithstanding the foregoing, if the Company’s health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The severance benefits provided making payments under this Section 9 are conditioned upon your delivery 5.2(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of an effective Release. In additionpenalties under the ACA and the related regulations and guidance promulgated thereunder), such benefits will be the parties agree to reform this Section 5.2(b) in lieu a manner as is necessary to comply with the ACA. (c) the vesting and/or exercisability of any entitlement you may have outstanding unvested portions of such equity awards (other than the Earned Equity Awards) shall be automatically accelerated so as to notice be immediately vested and exercisable (with any performance-based awards vesting at maximum performance) as of termination, pay in lieu of notice of terminationthe Termination Date, or such later date of settlement as may be required by Section 409A and shall remain exercisable through two years from the Termination Date (subject to earlier termination (A) in connection with a recapitalization or similar transaction pursuant to the Company’s equity incentive plans governing such equity awards or (B) the contractual term of any other severance payment equity award). (d) the vesting and/or exercisability of any outstanding unvested portions of the Earned Equity Awards shall be automatically accelerated so as to be immediately vested and exercisable (with any performance-based awards vesting at maximum performance) as of the Termination Date, or benefit from any other Veritas such later date of settlement as may be required by Section 409A and all Earned Equity Awards (whether vested or Symantec Employer source other than your benefits under unvested as of the Executive Retention PlanTermination Date) shall remain exercisable through the contractual term of such Earned Equity Awards.