Termination of Employment. Participant shall forfeit any unvested Award, including any accrued dividend equivalents, upon termination of employment unless such termination # is due to a Qualified Termination of Employment, or # if more than six months after the Grant Date, due to death, Retirement, Total and Permanent Disability, or the shutdown or divestiture of a business unit. A termination of employment shall not be deemed to have occurred while a Participant is on military leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Corporation or an Affiliate under an applicable statute or by contract. For purposes of this subparagraph, a leave of absence, including any garden leave or similar leave, constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Corporation or an Affiliate. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing sentence, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence is substituted for such six-month period in determining whether a termination of employment shall be deemed to have occurred. A termination of employment with the Corporation or an Affiliate to accept immediate reemployment with the Corporation or an Affiliate likewise shall not be deemed to be a termination of employment for purposes of the Plan. A Participant who is classified as an intermittent employee shall be deemed to have a termination of employment for purposes of the Plan.

Notwithstanding the requirement to be employed on the last day of the Bonus Year in order to be eligible for payment of the Bonus Amount described in Section 6, if a Participant’s employment with the Company is terminated during a Bonus Year for which Performance Criteria have been attained for any reason other than discharge for “cause,” the Committee, in its sole discretion, may determine that the Participant is entitled to a portion of the Bonus Amount that is determined at the end of the Bonus Year and payable at the time specified in Section 6. This provision only provides discretion in determining whether to waive the employment requirement. In the event the employment requirement is waived, the bonus amount payable shall be a pro rata amount based on the number of months of the Participant’s employment during the Bonus Year with the month of termination counting as a full month of employment. For purposes of the Plan, “cause” shall mean: # a Participant’s failure or refusal to materially perform his duties; # a Participant’s failure or refusal to follow material directions of the Board or any other act of material insubordination on the part of Participant; # the commission by a Participant of an act of fraud or embezzlement against the Company; or # any conviction of, or plea of guilty or nolo contendere to, a felony by a Participant.

If the Participant ceases to provide services as an employee of the Company and its Affiliates # due to death or Disability, or # on or after the one year anniversary of the Award Date as a result of Retirement, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.

If the Participant ceases to provide services as an employee of the Company and its Affiliates due to death or Disability, any unvested Performance RSUs shall become vested with respect to the following number of RSUs: # in the event of a termination that occurs prior to the last day of the initial Installment Performance Period, the Target Number corresponding to all Award Tranches, # in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, the Target Number relating to any subsequent Award Tranches, and # in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, # the actual number of Performance RSUs subject to the Award Tranche that vest based on the performance attainment level for such Award Tranche and # the Target Number corresponding to any subsequent Award Tranches.

Termination of Employment. No ISO may be exercised more than three months following termination of employment for any reason (including retirement) other than death or Disability, nor more than one year following termination of employment for the reason of death or Disability (as defined in Section 422 of the Code). If the Award Agreement for an ISO permits exercise after such date such option will no longer qualify as an ISO and shall thereafter be, and receive the tax treatment applicable to, an NQSO. For this purpose, a termination of employment is cessation of employment such that no employment relationship exists between the participant and the Company, a Parent or a Subsidiary.

Termination of Employment. Unless otherwise determined by the Committee at or after the time of grant of an Award, upon a termination of a Participant’s employment, all outstanding Awards held by such Participant, whether then vested or unvested, shall be terminated and forfeited automatically. Subject to Section 10(b), the Committee may provide for exceptions to this general rule with respect to any Award, including in the case of a Participant’s death, Disability or Qualified Retirement.

Except in the case of a termination of employment due to the Employee's death, retirement or Total and Permanent Disability, the Employee must remain in the employ of the Company on a continuous basis through the last U.S. business day of the Performance Period in order to be eligible to receive any amount of the PARSUs except to the extent a severance plan applicable to the Employee provides otherwise, subject to the terms and conditions of this Grant Agreement.

Termination of Employment. Subject to Sections 7, 14 and 15, all Stock Units granted to the Employee that have not vested as of the date of the Employee’s termination of employment shall automatically be cancelled upon the Employee’s termination of employment. Unvested Stock Units shall also be cancelled in connection with an event that results in the Employee’s employer ceasing to be a Subsidiary of the Company.

Termination of Employment. The final amount, if any, of Commission and Adjusted EBITDA payment due to Participant upon termination of employment is the Commission earned and the EBITDA Goal achieved, as provided in this Plan, up to and including the termination date. Subject to applicable law, the final payments under this Agreement will be made at the times set forth in [Section V(a)(4) and (b)(4)])].

TERMINATION OF EMPLOYMENT. Each Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment with (or service to) the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment or service.