Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and board memberships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.

You are required to accept the terms and conditions set forth in this Agreement prior to the first Vesting Date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first Vesting Date. For your benefit, if you have not rejected the Agreement prior to the first Vesting Date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

Deemed Severance. Notwithstanding [Subsection (c)(1)] above, if elected in the Adoption Agreement, a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of amounts not subject to Code

Resignation. The Executive can voluntarily resign his employment with the Company and terminate the Period of Employment at any time without Good Reason upon 30 days’ prior written notice to the Company.

Resignation. The Securities Intermediary and any successor thereto may at any time resign, and a successor Securities Intermediary shall be appointed, in each case, in accordance with the provisions of [Section 7.8] of the Credit Agreement.

Resignation. If the Executive’s employment is terminated by reason of the Executive’s voluntary resignation, all of the Executive’s rights and all of the Company’s obligations hereunder shall terminate effective on the date of the Executive’s resignation. Notwithstanding the foregoing, the Executive’s obligations and the Company’s rights under Sections 5, 6, 7, and 8 shall survive the termination of this Agreement and the Executive shall be paid the unpaid portion of the Base Salary earned up to the date of such termination and all benefits payable to the Executive as a result of such termination under the terms of the Company’s employee benefit plans and any bonus payable in accordance with Section 3(b).

If a Participant voluntarily resigns his/her employment with the Company or is terminated (with or without cause) by the Company for reasons other than death, Disability or Retirement, such Participant shall forfeit any right to receive an Award for the Plan Year in which such resignation or termination takes place, or to receive in the future payment of an Award previously earned as of the prior Plan Year end.

Executive may terminate his employment under this Agreement and resign his position(s) with Company at any time, for any reason whatsoever, or for no reason, in Executive’s sole discretion, by delivering a Notice of Termination (defined in Section 5(e) below) providing thirty (30) days’ advance notice of termination (the “Notice Period”). In the event of such termination, except as otherwise provided below, Executive shall not be entitled to further compensation pursuant to this Agreement except: # as may be provided by the terms of any benefit plans of Company or any member of the Company Group in which Executive may be a participant, and the terms of any outstanding equity-based awards, # for Base Compensation accrued but unpaid through the Date of Termination (defined in Section 5(f) below), and # reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to the Date of Termination. Company retains the discretion to use or decline use of Executive’s services through the Notice Period but retains the obligation to pay Executive’s Base Compensation through the Notice Period.

Resignation; Successor Agent Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be # a Lender or an Affiliate of a Lender; or # a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor Agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor Agent that is a financial institution acceptable to it, which shall be a Lender unless no Lender accepts the role. Upon acceptance by a successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.22]. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to BMO by merger or acquisition of stock or its Loans, hereunder, shall continue to be Agent hereunder without further act on the part of any Secured Party or Borrower.

Resignation and Cooperation. Unless otherwise agreed in writing, upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company or HoldCo, as applicable. Following any termination of employment, Executive shall cooperate with the Company or HoldCo, as applicable, in the winding up of pending work on behalf of the Company or HoldCo, as applicable, and the orderly transfer of work to other employees. Executive shall also cooperate with the Company or HoldCo, as applicable, in the defense of any action brought by any third party against the Company or HoldCo, as applicable, that relates to Executive’s employment by the Company or HoldCo, as applicable.

Resignation by Employee. Employee may terminate his employment upon one year’s written notice to the Company of his resignation; provided that at any time following receipt of such notice the Company may by notice to Employee accelerate the termination of his employment and this Agreement to an earlier date. Notwithstanding any such acceleration, # if Employee has complied with the notice provisions of this paragraph 4(d) and complies with paragraphs 7, 8 and 9, unless otherwise mutually agreed, Employee shall receive his base salary for such one year period, payable over such period in accordance with the Company’s usual payroll practices and subject to appropriate and normal withholdings.

Each Representative may be removed and replaced, with or without cause, at any time by the Member that designated him or her, in such Member’s sole discretion, and shall not be removed or replaced by any other means. A Member who removes any Representative of such Member shall promptly notify the other Members of the removal and the name of its replacement Representative.

Payments Upon Resignation. Promptly and in any event within thirty (30) days (or such earlier date as may be required by law) of your Executive Resignation Effective Date, the Corporation will pay to you any accrued but unused vacation time through the Executive Resignation Effective Date and all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due.

Effect of Resignation. As of the Executive Resignation Effective Date, your employment as an executive officer and full-time employee of the Corporation will terminate. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended and guidance promulgated thereunder (“[Section 409A]”), you will be deemed to have incurred a “separation from service” with the Corporation effective as of the Executive Resignation Effective Date.

Deemed Investment Direction of Participants. Subject to such limitations, rules and procedures as may from time to time be required by law, imposed by the Administrator, or contained elsewhere in the Plan, each Participant may communicate to the Administrator, or to any person to whom the Administrator has delegated such Administrative duties, a direction as to how the amounts credited to his Account shall be deemed invested among the Investment Funds. Such direction shall be subject to such rules and procedures for direction of investments under the Savings Plan, as modified by the Administrator with respect to the Plan. The Administrator may also designate default Investment Funds in which a Participant’s Account shall be deemed invested if no direction is received from the Participant (“Default Investment Funds”). Unless otherwise designated by the Administrator, the Default Investment Funds shall be the same as the default Investment Funds under the Savings Plan. No Participant directions will be executed with respect to the deemed investment of the Participant’s Account on or after the Valuation Date selected by the Administrator to determine the amount of the payment from such Account under Section 7.07 following the Participant’s Separation from Service. No actual investment of the Participant’s Account shall be made in the Investment Funds, and Participants shall have no right, claim or demand with respect to any such Investment Funds based on the deemed investments under the Plan.

Changes to Deemed Investment Funds. The Committee shall have the authority to establish and maintain the Deemed Investment Funds and the default Deemed Investment Fund. In the event the Committee changes, adds, or removes any Deemed Investment Fund or any default Deemed Investment Fund, the Committee shall notify Employee, if feasible, no later than thirty (30) days prior to such change, addition, or removal. In the event of any such change, addition, or removal, the Committee shall provide the Employee with information regarding alternative Deemed Investment Funds, the ability for the Employee to make a change to their allocations in the Deemed Investment Funds, or the default course of action that will be taken in the event the Employee does not provide instructions to the Committee.