Common use of Vesting and Termination Clause in Contracts

Vesting and Termination. (a) Except as expressly set forth in this Section 2, the Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above. (b) Notwithstanding anything herein to the contrary, in the event of a Qualifying Reorganization on or prior to December 31, 2017, (i) the Participant shall retain any portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Quarterly Performance Period during which such Qualifying Reorganization occurs, a portion of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such Qualifying Reorganization and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in full. (c) Notwithstanding anything herein to the contrary, upon the first to occur of (i) the Participant’s Termination of Service by the Employer due to the Participant’s death or Disability prior to the 2017 Determination Date, a portion of the Award equal to the positive difference, if any, between (x) the Target 2017 Cash Award (or such other amount as the Committee may, in its sole discretion, determine based on Production Performance and XXX Performance data available as of the date of the Participant’s Termination of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant shall immediately become an Earned Award and shall vest in full; (ii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each case, on or prior to December 31, 2017, then, for the applicable Quarterly Performance Period during which such event occurs, a portion of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or (iii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, (B) a Change of Control, or (C) a Qualifying Reorganization, in each case, on or after January 1, 2018 and prior to the 2017 Determination Date, then (1) with respect to the Q4 Performance Period, a portion of the Award equal to the amount of the Award determined based on actual performance through the Q4 Performance Period shall immediately become an Earned Award and shall vest in full, and (2) a portion of the Award equal to the positive difference, if any, between (x) the amount of the Award determined based on actual performance through the 2017 Performance Period, and (y) the Earned Award (if any) previously paid or payable to the Participant (including, for the avoidance of doubt, the Earned Award, if any, that becomes payable pursuant to Section 2(c)(iii)(1) above), shall immediately become an Earned Award and shall vest in full. (d) The date of any event described in Section 2(b) or Section 2(c) hereof shall be deemed the “Vesting Date” for any portion of the Award that becomes an Earned Award and vests in connection therewith as provided in this Section 2. Except as set forth in this Section 2, no portion of the Award that has not become earned and vested at the date of a Qualifying Reorganization, the Participant’s Termination of Service or a Change of Control (as applicable) shall thereafter become earned, vested and/or payable, and any such portion of the Award shall thereupon automatically be cancelled without further action and without payment of consideration therefor.

Vesting and Termination. (a) Except The Option hereby granted shall vest, and to the extent vested, may be exercised in whole or in part, as expressly set forth on Schedule A, attached hereto, subject to all other terms and conditions of this Agreement and the Plan. Notwithstanding anything herein or in this Section 2, the Earned Award shall vest and be paid Plan to the Participant in accordance with contrary, no Option granted to the Grant Notice aboveOptionee shall be exercisable until vested as set forth on Schedule A, attached hereto. (b) Notwithstanding anything herein to the contrary, in the event of a Qualifying Reorganization on or prior to December 31, 2017, (i) the Participant shall retain any Any unexercised portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Quarterly Performance Period during which such Qualifying Reorganization occurs, a portion Option as of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such Qualifying Reorganization Optionee’s termination of service for Cause will be terminated and pro-rated based on forfeited without consideration immediately upon the number of days elapsed during the applicable Quarterly Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in fullOptionee’s termination. (c) Notwithstanding anything herein to the contrary, upon the first to occur of (i) the Participant’s Termination of Service by the Employer due to the Participant’s death or Disability prior to the 2017 Determination Date, a Any vested portion of the Award equal to the positive difference, if any, between (x) the Target 2017 Cash Award (or such other amount as the Committee may, in its sole discretion, determine based on Production Performance and XXX Performance data available Option as of the date of Optionee’s termination of service (other than by reason of death or Disability or for Cause) shall remain exercisable only until the Participantearlier of the Expiration Date (as defined below) or ninety (90) days following the date of the Optionee’s Termination of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant shall immediately become an Earned Award and shall vest in full; (ii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each casetermination. If, on the date of termination of service, the Optionee is not vested as to his or prior to December 31her entire Option, 2017, then, for the applicable Quarterly Performance Period during which such event occurs, a Optionee shall forfeit the unvested portion of the Award in respect Option without consideration. If, after termination of such Quarterly Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or (iii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, (B) a Change of Control, or (C) a Qualifying Reorganization, in each case, on or after January 1, 2018 and prior to the 2017 Determination Date, then (1) with respect to the Q4 Performance Period, a portion of the Award equal to the amount of the Award determined based on actual performance through the Q4 Performance Period shall immediately become an Earned Award and shall vest in full, and (2) a portion of the Award equal to the positive difference, if any, between (x) the amount of the Award determined based on actual performance through the 2017 Performance Period, and (y) the Earned Award (if any) previously paid or payable to the Participant (including, for the avoidance of doubtservice, the Earned AwardOptionee does not exercise his or her Option within the time specified, if any, that becomes payable pursuant to Section 2(c)(iii)(1) above), the Option shall immediately become an Earned Award terminate and shall vest in fullbe forfeited. (d) The date of any event described in Section 2(b) or Section 2(c) hereof shall be deemed the “Vesting Date” for any Any vested portion of the Award that becomes an Earned Award and vests in connection therewith Option on the date of Optionee’s termination of service as provided in this Section 2a result of Disability shall remain exercisable only until the earlier of the Expiration Date (as defined below) or 12 months following the date after Optionee’s termination of service. Except If, on the date of termination of service as set forth in this Section 2a result of Disability, no the Optionee is not vested as to his or her entire Option, the Optionee shall forfeit the unvested portion of the Award that has Option without consideration. If, after termination, the Optionee does not become earned exercise his or her Option within the time specified herein, the Option shall terminate and be forfeited. (e) Any vested at portion of the Option on the Optionee’s date of termination of service as a result of death shall remain exercisable only until the earlier of the Expiration Date (as defined below) or 12 months following the date of a Qualifying ReorganizationOptionee’s termination of service. If, at the time of death, the Participant’s Termination of Service or a Change of Control (Optionee is not vested as applicable) to the entire Option, the Optionee shall thereafter become earned, vested and/or payable, and any such forfeit the unvested portion of the Award Option without consideration. If the Option is not so exercised within the time specified herein, the Option shall thereupon automatically terminate and be cancelled without further action and without payment of consideration thereforforfeited.

Vesting and Termination. (a) Except The Award shall vest in such amounts and at such times as expressly are set forth in this Section 2, the Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above. (b) Notwithstanding anything herein to the contrary, in the event of a Qualifying Reorganization on or prior to December 31provided, 2017, (i) the Participant shall retain any portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Quarterly Performance Period during which such Qualifying Reorganization occurs, a portion of that the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such Qualifying Reorganization and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in full. (c) Notwithstanding anything herein to the contrary, full upon the first to occur of of (ia) the Participant’s Termination of Separation from Service by the Employer due to the Participant’s death or Disability prior to Disability, or (b) the 2017 Determination Date, consummation of a Change of Control. The date of any event described in clause (a) or (b) of the preceding sentence or a Separation from Service described in the following sentence shall be deemed the Vesting Date for any portion of the Award equal to the positive difference, if any, between (x) the Target 2017 Cash Award (or such other amount as the Committee may, that vests in its sole discretion, determine based on Production Performance and XXX Performance data available as of the date of connection therewith. Upon the Participant’s Termination Separation from Service by reason of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant shall immediately become an Earned Award and shall vest in full; (ii) (A) the Participant’s Termination of Service a termination by the Employer without Cause or by the Participant for Good ReasonCause, or (B) a Change of Control, in each case, on or prior to December 31, 2017, then, for the applicable Quarterly Performance Period during which such event occurs, a portion of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or (iii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, (B) a Change of Control, or (C) a Qualifying Reorganization, in each case, on or after January 1, 2018 and prior to the 2017 Determination Date, then (1) with respect to the Q4 Performance Period, a portion of the Award pro rata amount equal to the amount of the Award determined based that otherwise would have vested on actual performance the next succeeding Vesting Date immediately following the Separation from Service, had the Participant remained employed through such Vesting Date, multiplied by a fraction, the numerator of which is the number of days elapsed from the immediately preceding Vesting Date (or, if such Separation from Service occurs prior to the first Vesting Date, then from January 1 of the year in which the grant was made) through the Q4 Performance Period shall immediately become an Earned Award and shall vest in full, and (2) a portion date of the Award equal to Separation from Service, and the positive differencedenominator of which is the number of days from such Vesting Date (or such January 1, if any, between (xas applicable) the amount of the Award determined based on actual performance through the 2017 Performance Period, and (y) the Earned Award (if any) previously paid or payable to the Participant (including, for the avoidance of doubt, the Earned Award, if any, that becomes payable pursuant to Section 2(c)(iii)(1) above), shall immediately become an Earned Award and shall vest in full. (d) The date of any event described in Section 2(b) or Section 2(c) hereof shall be deemed the “next scheduled Vesting Date” for any portion of the Award that becomes an Earned Award and vests in connection therewith as provided in this Section 2. Except as set forth in this Section 23, no portion of the Award that has not become earned and vested at the date of a Qualifying Reorganization, the Participant’s Termination of Separation from Service or a Change of Control (as applicable) shall thereafter become earned, vested and/or payable, and any such portion of the Award shall thereupon automatically be cancelled without further action and without payment of consideration therefor.

Vesting and Termination. (a) Except as expressly set forth in this Section 23, the Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above. (b) Notwithstanding anything herein to the contrary, in the event that an effective date of a Qualifying Reorganization on plan of reorganization of the Company, the Partnership or the Employer in a case under Chapter 11 of the Bankruptcy Code occurs prior to December 31, 20172016 (a “Qualifying Reorganization”), (i) the Participant shall retain any portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Quarterly Periodic Performance Period during which such Qualifying Reorganization occurs, a portion of the Award in respect of such Quarterly Periodic Performance Period, determined based on actual performance through the date of such Qualifying Reorganization and pro-rated based on the number of days elapsed during the applicable Quarterly Periodic Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in full. (c) Notwithstanding anything herein to the contrary, upon the first to occur of (i) the Participant’s Termination of Service by the Employer due to the Participant’s death or Disability prior to the 2017 2016 Determination Date, a portion of the Award equal to the positive difference, if any, between (x) the Target 2017 2016 Cash Award (or such other amount as the Committee may, in its sole discretion, determine based on Production Performance and XXX Performance data available as of the date of the Participant’s Termination of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant shall immediately become an Earned Award and shall vest in full; (ii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each case, on or prior to December 31, 20172016, then, for the applicable Quarterly Periodic Performance Period during which such event occurs, a portion of the Award in respect of such Quarterly Periodic Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Quarterly Periodic Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or (iii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, or (C) a Qualifying Reorganization, in each case, on or after January 1, 2018 2017 and prior to the 2017 2016 Determination Date, then (1) with respect to the Q4 Second Performance Period, a portion of the Award equal to the amount of the Award determined based on actual performance through the Q4 Second Performance Period shall immediately become an Earned Award and shall vest in full, and (2) a portion of the Award equal to the positive difference, if any, between (x) the amount of the Award determined based on actual performance through the 2017 2016 Performance Period, and (y) the Earned Award (if any) previously paid or payable to the Participant (including, for the avoidance of doubt, the Earned Award, if any, that becomes payable pursuant to Section 2(c)(iii)(13(c)(iii)(1) above), shall immediately become an Earned Award and shall vest in full. (d) The date of any event described in Section 2(b3(b) or Section 2(c3(c) hereof shall be deemed the “Vesting Date” for any portion of the Award that becomes an Earned Award and vests in connection therewith as provided in this Section 23. Except as set forth in this Section 23, no portion of the Award that has not become earned and vested at the date of a Qualifying Reorganization, the Participant’s Termination of Service or a Change of Control (as applicable) shall thereafter become earned, vested and/or payable, and any such portion of the Award shall thereupon automatically be cancelled without further action and without payment of consideration therefor.

Vesting and Termination. (a) Except as expressly set forth in this Section 2, the The Earned Award shall vest and be paid to the Participant in accordance with the Grant Notice above. (b) Notwithstanding anything herein to the contrary, in the event of a Qualifying Reorganization on or prior to December 31provided, 2017, (i) the Participant shall retain any portion of the Earned Award previously paid to the Participant hereunder and (ii) for the applicable Quarterly Performance Period during which such Qualifying Reorganization occurs, a portion of the Award in respect of such Quarterly Performance Period, determined based on actual performance through the date of such Qualifying Reorganization and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the effective date of such Qualifying Reorganization, shall immediately become an Earned Award and shall vest in full. (c) Notwithstanding anything herein to the contrarythat, upon the first to occur of (i) the Participant’s Termination of Service by the Employer due to the Participant’s death or Disability prior to the 2017 Determination DateDisability, a any portion of the Award equal to the positive difference, if any, between (x) the Target 2017 Cash Award (or such other amount as the Committee may, in its sole discretion, determine based set forth on Production Performance Exhibit A that is then unpaid and XXX Performance data available as of the date of the Participant’s Termination of Service), and (y) the Earned Award (if any) previously paid or payable to the Participant outstanding shall immediately become an Earned Award and shall vest in full; full (ii) (A) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, or (B) a Change of Control, in each case, on or prior to December 31, 2017, thenand, for the applicable Quarterly Performance Period during which such event occursavoidance of doubt, a no portion of the Maximum Award in respect set forth on Exhibit A shall be deemed earned or vested); and provided further that upon the first to occur of such Quarterly Performance Period, determined based on actual performance through the date of such event and pro-rated based on the number of days elapsed during the applicable Quarterly Performance Period through the date of such event, shall immediately become an Earned Award and shall vest in full; or (iii) (Aa) the Participant’s Termination of Service by the Employer without Cause or by the Participant for Good Reason, (Bb) a Change of Control, Control or (Cc) a Qualifying Reorganization, in each case, on or after January 1, 2018 and case prior to the 2017 Determination DateDecember 31, then 2017, (1) with respect to the Q4 Performance Periodeach of (a), (b), and (c), a “Qualifying Event”), a portion of the Award equal to the amount of the Award Award, determined based on actual performance through the Q4 Performance Period shall immediately become an Earned Award and shall vest in full, and date of such Qualifying Event (2) a portion of the Award equal to the positive difference, if any, between (x) the amount of the Award determined calculated based on actual performance the Quarterly Performance Metric schedule set forth on Exhibit B attached hereto) and pro-rated based on the number of days elapsed during calendar year 2017 through the 2017 Performance Period, and (y) the Earned Award (if any) previously paid or payable to the Participant (including, for the avoidance effective date of doubt, the Earned Award, if any, that becomes payable pursuant to Section 2(c)(iii)(1) above)such Qualifying Event, shall immediately become an Earned Award and become vested and payable. For the avoidance of doubt, any portion of the Award that becomes vested pursuant to this Section 2, shall vest in full. be reduced on a dollar-for-dollar basis (dbut not below zero) by any Advance Payment previously received by the Participant hereunder. The date of any event described in Section 2(bclause (i) or (ii) of this Section 2(c) hereof 2 shall be deemed the “Vesting Date” for any portion of the Award that becomes an Earned Award and vests in connection therewith as provided in this Section 2. Except as set forth in this Section 2, no portion of the Award that has not become earned and vested at the date of a Qualifying Reorganization, the Participant’s Termination of Service or a Change of Control other Qualifying Event (as applicable) shall thereafter become earned, vested and/or payable, and any such portion of the Award shall thereupon automatically be cancelled without further action and without payment of consideration therefor.