Amounts Payable upon Certain Terminations During the Protected Period. If, during a Protected Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason then, in addition to the Accrued Obligations but subject to [[Sections 3.6 and 13]3]]3], the Executive will be entitled to receive the following compensation and benefits:

Protected Period. The “Protected Period” is the period from the time of occurrence of a Change in Control until the date that is twenty-four (24) months after the occurrence of the Change in Control. Notwithstanding the preceding sentence, the introductory text to [Section 3]

Other Amounts Payable. Within ​ days after the end of each calendar quarter, each Party will invoice the other Party for any amounts owed by the other Party under this Agreement that are not otherwise accounted for in this [Article 11], including Manufacturing Costs pursuant to [Article 9] and Third Party Payments that are the responsibility of one Party or the other pursuant to [Section 10.7]. The owing Party will pay any undisputed amounts that have not been so offset within ​ days of receipt of the invoice, and any disputed amounts owed by a Party will be paid within ​ days of resolution of the dispute.

Protection Period Terminations. If an Eligible Executive files a claim related to a Termination of Employment occurring during the Protection Period, all of the time periods related to the Committee’s decisions described in this [Section 6.2] shall be reduced by two-thirds (e.g., from 90 days to 30 days).

Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

Terminations. Except as otherwise provided in this [Section 7] or [Section 8], a Participant must remain continuously employed by the Company and its Affiliates through the last day of a Performance Period in order to be entitled to receive payment of any Long-Term Incentive Bonus pursuant to the Plan for such Performance Period.

Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event your employment is terminated # by reason of a Qualifying Termination (as defined in [Section 9(c)] of the Plan), or # due to Retirement (as that term is defined under [[Section 2(x)(i), (ii), or (iii)])])]])])] of the Plan) whether by the Company or voluntarily, in either case, that does not constitute a Qualifying Termination, and in each case, that occurs during the Protected Period (as defined in [Section 9(a)] of the Plan) following a Change in Control (as defined in [Section 9(b)] of the Plan) and prior to a Vesting Date, as of the date of your termination, you shall be deemed fully vested in the RSUs (and no longer required to hold the Award for one year), and the timing of the settlement of your Award shall be governed by [Section 2(b)] hereof. Upon your separation from service after a Change in Control during the Protected Period, any RSUs that have not been deemed vested under this [Section 2(f)] will be canceled and forfeited.

extend, terminate, amend or modify any ​ Material Contract or permit any renewal notice period or option period to lapse with respect to any ​ Material Contract, except for terminations of ​ Material Contracts upon their expiration during such period in accordance with their terms;

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Termination During a Performance Period. If a Participant’s employment with the Company terminates for any reason before the end of a Performance Period, the Participant shall not be entitled to any Bonus under this Plan for that Performance Period unless otherwise provided in the terms of the Individual Target Award or an employment agreement, severance plan or agreement or similar agreement, or otherwise determined by the Committee in connection with specified terminations of employment. A Participant who is terminated for gross misconduct after the end of the Performance Period shall forfeit participation in this Plan, and no Bonus shall be payable to such a Participant.