Certain Terminations of Service. If the Award Recipient fails to satisfy the condition set forth in Section 1(a)(i) or the condition set forth in Section 1(a)(ii), in each case other than as a result of the Award Recipient’s death or Disability prior to the Vesting Date, all of the Stock Units shall be forfeited by the Award Recipient and cancelled by the Company as of the date that such satisfaction failure occurs, and the Award Recipient shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise.

Certain Other Terminations. If the Holder’s employment with the Company or any Subsidiary terminates for any reason following the expiration of the “Contract Period” provided for under the Employment Agreement (as the same may be extended from time to time), other than a termination by the Company or a Subsidiary for Cause, and Sections 4(a) and 4(b) are not applicable, then (notwithstanding anything in the Statement of Management Objectives to the contrary): # the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives for the entire original Performance Period determined in accordance with Section 3(a); and # the Holder will Vest in the number of PRSUs earned in accordance with Section 4(c)(i). PRSUs that Vest in accordance with this Section 4(c) will be paid as provided for in Section 6 of this Agreement.

Certain Terminations of Service. If, prior to vesting, the Award Recipient’s Service is terminated for any reason other than # death, # Disability, or # termination by the Company without Cause, the unvested portion of the Restricted Stock Units shall be forfeited by the Award Recipient and cancelled by the Company as of the date of the Award Recipient’s termination of Service, and the Award Recipient shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise.

Certain Terminations of Service. Notwithstanding the provisions of Section 11.1, if a Participant’s Service with the Company and its Subsidiaries is terminated upon or within twenty four (24) months following a Change in Control by the Company without Cause or upon such other circumstances as determined by the Committee, the unvested portion (if any) of all outstanding Awards held by the Participant shall immediately vest (and, to the extent applicable, become exercisable) and be paid in full upon such termination, with any applicable performance conditions deemed achieved # for any completed performance period, based on actual performance, or # for any partial or future performance period, at the greater of the target level or actual performance, in each case as determined by the Committee, unless otherwise provided in an Award Agreement.

Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If # the Executive’s employment is terminated # by the Company other than for Cause, death or Disability or # by the Executive for Good Reason, # the Term expires due to the Company’s provision of a non-renewal notice pursuant to Section 1.1, or # the Executive is not permitted by the Company to commence employment with the Company pursuant to the terms hereof, other than due to any action taken by Executive that would constitute Cause under this Agreement, in addition to the Accrued Amounts, the Executive shall be entitled to: # a payment equal to one (1) times the sum of the Executive’s Base Salary at the rate in effect immediately prior to the Termination Date (or, in the case of clause (3), on the Start Date) and the amount of any Annual Bonus actually earned in respect of the last completed fiscal year prior to the year in which the Termination Date occurs, or if terminated prior to any non-pro rated Annual Bonus being paid, an amount equal to the Target Annual Bonus Opportunity (the “Severance Amount”); # the Pro Rata Bonus (as defined below), # pro rata vesting of a number of then unvested Options and then unvested RSUs granted to Executive equal to the number of unvested RSUs and unvested Options that would have become vested in the ordinary course (calculated on a grant-by-grant basis) had the Executive remained employed with the Company for an additional twelve (12) months, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the last vesting date for the applicable award (or, in the case of the first vesting tranche, since the vesting commencement date) and the denominator of which is 365; and # subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by the Executive during the year in which the Termination Date occurs, the Company shall reimburse the Executive, on a monthly basis, an after-tax amount equal to the excess costs of continued health benefits for himself and his covered dependents for the twelve (12)-month period following the Termination Date (“Medical Benefit Continuation”).

Certain Terminations of Service. If, prior to vesting, the Optionee’s Service is terminated for any reason other than # death, # Disability, or # a circumstance providing for accelerated vesting pursuant to Section 6 hereof, the unvested portion of the Option shall be cancelled and revert back to the Company as of the date of such termination of Service, and the Optionee shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise. In such event, the Optionee shall have the right, subject to the other terms and conditions set forth in this Agreement, to exercise the Option, to the extent it has vested as of the date of such termination of Service, at any time within 3 months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 4 hereof. To the extent the vested portion of the Option is not exercised within such 3-month period, the Option shall be cancelled and revert back to the Company, and the Optionee shall have no further right or interest therein.

Other Terminations of Service. Upon the occurrence of a termination of the Participant’s Service for any reason other than as contemplated by Section 2(d) hereof, all outstanding and unvested RSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all RSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Other Terminations of Service. Upon the occurrence of a termination of Participant’s Service for any reason other than as provided in Section 3(a) all unvested Restricted Stock Units shall be forfeited and cancelled, and Participant shall not be entitled to any compensation or other amount with respect thereto.

Certain Terminations. Notwithstanding any contrary provision of this Agreement, upon Participant’s Termination of Service by the Company without Cause (as defined below), a prorated portion of the then unvested RSUs subject to this Agreement will become fully vested and nonforfeitable with respect to all shares of Common Stock covered thereby (based on the ratio of the number of days of employment of Participant during the Vesting Period to the total number of days in the Vesting Period), and will be payable as set forth in Section 2.7.

Certain Terminations of Service. If, prior to vesting, the Optionee’s Service is terminated for any reason other than # death, # Disability # Qualified Retirement occurring no less than six months after the Grant Date, or # a circumstance providing for accelerated vesting pursuant to Section 6 hereof, the unvested portion of the Option shall be cancelled and revert back to the Company as of the date of such termination of Service, and the Optionee shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise. In such event, the Optionee shall have the right, subject to the other terms and conditions set forth in this Agreement, to exercise the Option, to the extent it has vested as of the date of such termination of Service, at any time within 3 months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 4 hereof. To the extent the vested portion of the Option is not exercised within such 3-month period, the Option shall be cancelled and revert back to the Company, and the Optionee shall have no further right or interest therein.