Discretionary Termination. The Company may, at its sole and absolute discretion, determine to terminate the Plan, provided that: # the termination does not occur proximate to a downturn in the financial health of the Company, # all arrangements sponsored by the Company that would be aggregated with the Plan pursuant to Treasury Regulation 1.409A-1 # if the same Participant participated in all of the arrangements are terminated; # no payments other than the payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements; # all payments are made within 24 months of the termination of the arrangements; and # the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation 1.409A-1(c) if the same Participant participated in both arrangements, at any time within three years following the date of termination of the arrangements.

Discretionary Termination by Executive. Executive may terminate the Employment at will, with at least thirty (30) days advance written notice. If Executive gives such notice of termination, the Company may (but need not) relieve Executive of some or all of Executive’s responsibilities for part or all of such notice period, provided that Executive’s pay and benefits are continued for the lesser of thirty (30) days or the remaining period of the Employment.

Discretionary Termination by Company. The Company may terminate the Employment at will, but if the Company does so then Executive will be entitled to Severance Pay as provided in and subject to [Section 6]. Any termination of Executive’s Employment by the Company under [Section 5(a)] that is found not to meet the standards of such Section will be considered to have been a termination under [Section 5(b)(ii)].

Discretionary Termination by Janssen. Janssen shall have the right to terminate this Agreement in its entirety, or on a Program-by-Program basis, for convenience at any time by ​ = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Discretionary Termination. The Bank may terminate and liquidate this Agreement provided that: # the termination does not occur proximate to a downturn in the financial health of the Bank; # all arrangements sponsored by the Bank and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-l(c) are terminated; # no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Bank takes the irrevocable action to terminate this Agreement; # all payments are made within twenty-four (24) months following the date the Bank takes the irrevocable action to terminate and liquidate this Agreement; and # neither the Bank nor any of its Affiliates adopts a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-l(c) if the Executive participated in both arrangements at any time within three (3) years following the date the Bank takes the irrevocable action to terminate this Agreement.

Discretionary Termination. The Employer may terminate and liquidate this Agreement provided that: # the termination does not occur proximate to a downturn in the financial health of the Employer; # all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; # no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; # all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and # neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

Discretionary Termination. Beginning with ​, [[Celgene Corp:Organization]] will have the right to terminate this CCPS Agreement in full, at its discretion for any reason, by delivering written notice to Bluebird, such termination to be effective ​ following the date of such notice.

Discretionary Termination. The Company may, at its sole and absolute discretion, determine to terminate the Plan, provided that: # the termination does not occur proximate to a downturn in the financial health of the Company, # all arrangements sponsored by the Company that would be aggregated with the Plan pursuant to Treasury Regulation 1.409A-1 # if the same Participant participated in all of the arrangements are terminated; # no payments other than the payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements; # all payments are made within 24 months of the termination of the arrangements; and # the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation 1.409A-1(c) if the same Participant participated in both arrangements, at any time within three years following the date of termination of the arrangements.

Discretionary Termination by Company. The Company may terminate the Employment at will, but if the Company does so [on or after November 19, 2015, then]4 Executive will be entitled to Severance Pay as provided in and subject to Section 6. Any termination of Executive’s Employment by the Company under Section 5(a) that is found not to meet the standards of such Section will be considered to have been a termination under Section 5(b)(ii).

Discretionary Termination by Executive. Executive may terminate the Employment at will, with at least thirty (30) days advance written notice. If Executive gives such notice of termination, the Company may (but need not) relieve Executive of some or all of Executive’s responsibilities for part or all of such notice period, provided that Executive’s pay and benefits are continued for the lesser of thirty (30) days or the remaining period of the Employment.