Common use of Termination without Cause; Resignation for Good Reason; Due to Disability Clause in Contracts

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (iv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or this Section 5.2, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate).

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iv) in the event that such termination of employment occurs during a Change in Control Period, all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period remains ongoing shall, as of the Date of Termination, fully vest (in the amount that would have vested had the applicable performance period been completed and maximum performance levels achieved), subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (ivv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or this Section 5.2, 5.2 any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate).

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 13085% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iv) in the event that such termination of employment occurs during a Change in Control Period, all unvested performance-based restricted share awards held by the Executive immediately prior to the Date US-DOCS\111599088.1 of Termination for which the applicable performance period remains ongoing shall, as of the Date of Termination, fully vest (in the amount that would have vested had the applicable performance period been completed and maximum performance levels achieved), and (ivv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or 4.3, this Section 5.25.2 or Section 5.3, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate). Notwithstanding the foregoing, if, during a Change in Control Period, (i) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b) or (ii) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then the amount provided for in (i) above shall be paid to the Executive in one lump sum payment on the thirtieth (30th) day following the Date of Termination.

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 13085% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iv) in the event that such termination of employment occurs during a Change in Control Period, all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period remains ongoing shall, as of the Date of Termination, fully vest (in the amount that would have vested had the applicable performance period been completed and maximum performance levels achieved), and (ivv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or 4.3, this Section 5.25.2 or Section 5.3, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate). Notwithstanding the foregoing, if, during a Change in Control Period, (i) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b) or (ii) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then the amount provided for in (i) above shall be paid to the Executive in one lump sum payment on the thirtieth (30th) day following the Date of Termination.

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this US-DOCS\111566278.1 provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iv) in the event that such termination of employment occurs during a Change in Control Period, all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period remains ongoing shall, as of the Date of Termination, fully vest (in the amount that would have vested had the applicable performance period been completed and maximum performance levels achieved), subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (ivv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or 4.3, this Section 5.25.2 or Section 5.3, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate).. US-DOCS\111566278.1

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iv) in the event that such termination of employment occurs during a Change in Control Period, all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period remains ongoing shall, as of the Date of Termination, fully vest (in the amount that would have vested had the applicable performance period been completed and maximum performance levels achieved), subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (ivv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or 4.3, this Section 5.25.2 or Section 5.3, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate).

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the ExecutiveChairman’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive Chairman resigns from her his employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive Chairman an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 130% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two one (2)-year 1)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options equity awards held by the Executive Chairman immediately prior to the Date of Termination shall, shall be treated as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, provided in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment)Non-Employee Director Compensation Policy, and (iviii) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive Chairman and her his eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she he and her his eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive Chairman and her his eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive Chairman shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive Chairman monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the ExecutiveChairman. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive Chairman the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive Chairman during the period of time during which the Executive Chairman would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive Chairman in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive Chairman dies after the Executive Chairman becomes entitled to any payments pursuant to Section 4.3 or this Section 5.2, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the ExecutiveChairman, to such person as the Executive Chairman shall designate in a written notice to the Company (or, if no such person is designated, to her his estate).

Termination without Cause; Resignation for Good Reason; Due to Disability. If (a) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b), or (b) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to two (2) times the sum of (x) the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) and (y) the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) 13050% of the Annual Base Salary (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable in equal installments in accordance with the Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of payments under this provision for purposes of Section 409A), during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all unvested stock options held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (iii) all performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall vest, as of the Date of Termination, in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (iv) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. If the Executive dies after the Executive becomes entitled to any payments pursuant to Section 4.3 or this Section 5.2, any remaining unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been paid to the Executive, to such person as the Executive shall designate in a written notice to the Company (or, if no such person is designated, to her estate). Notwithstanding the foregoing, if, during a Change in Control Period, (i) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Disability pursuant to Section 4.1(b) or (ii) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e), then the amount provided for in (i) above shall be paid to the Executive in one lump sum payment on the thirtieth (30th) day following the Date of Termination.