Inventory. Upon the early termination of this Agreement, Surface and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that # Surface pays Harbour the applicable running royalty or other amounts due on such sales of Licensed Products in accordance with the terms and conditions of this Agreement, and # Surface and its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed Products within ​ after the effective date of termination.

Effect of Termination or Reduction. Any termination or reduction of the Commitments of a Class shall be permanent. Each reduction of the Commitments of a Class shall be made ratably among the [[Consenting Lenders:Organization]] of such Class in accordance with their respective Commitments.

Immediately, upon the effectiveness of a notice of termination, except for termination in accordance with Section 3(c), ​ shall, unless otherwise directed by ​, and subject to ​’s obligation to provide resourcing cooperation: # promptly terminate all performance under this Agreement; and # transfer title and deliver to ​ all finished Products completed prior to effectiveness of the notice of termination. ​ agrees, if requested by ​, to finish any work in progress that remains after it receives a termination notice from ​, subject to ​’s full payment for such services.

In the event the Participant’s employment with the Company terminates for any reason during the Performance Period, no bonus shall be earned and the Participant shall not be entitled any payment under Section 5 or have any other rights with respect to the Cash Bonus.

Effect of Amendment or Termination. No amendment, suspension, or termination of the Plan shall materially and adversely affect Awards already granted unless either it relates to an adjustment pursuant to Section 13, or it is otherwise mutually agreed between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company. Notwithstanding the foregoing, the Committee may amend the Plan to eliminate provisions which are no longer necessary as a result of changes in tax or securities laws or regulations, or in the interpretation thereof.

Effect of Termination of Employment. Except as otherwise provided in accordance with Section 3(c)(3) or this Section 4, if you cease to be employed by the Company or any of its Affiliates prior to any of the Scheduled Vesting Date(s) specified on the cover page of this Agreement, you will forfeit all unvested Units. In the event of your termination of employment due to your death or disability (within the meaning of Section 22(e)(3) of the Code), # you or your designated beneficiary will receive any Achieved Units for a Measurement Period that concluded prior to your death or disability, and # the Units will remain outstanding until the next Scheduled Vesting Date, and a pro-rated portion of the Achieved Units for a Measurement Period that concludes after your death or disability shall continue to be eligible to vest and you, or your designated beneficiary or estate in the event of your death, will receive such pro-rated payout of the Achieved Units you would otherwise have received if your employment had continued until the Scheduled Vesting Date. The pro-rated portion shall be determined by multiplying the total number of Achieved Units for all Measurement Periods within the Performance Period that conclude after your death or disability as determined in accordance with [Exhibit A] by a fraction, the numerator of which is the number of days you were employed during the applicable Measurement Period, and the denominator of which is the total number of days in the applicable Measurement Period.

Effect of Termination of Service. Except as otherwise provided in accordance with [Section 3(b) or 3(c)])] of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Units.

Effect of Force Majeure Termination. If the Contract is terminated as provided for in this [Article 17.0], the Parties shall have the same rights as provided under Article 21 in connection with a termination under [Article 21.0], Termination for Convenience except that there shall be no termination for convenience payment, only payment to the Contractor for Work actually performed. For the avoidance of doubt, upon such a termination, Customer may require the Contractor to deliver some or all of the Work, Work in progress, parts, Equipment or material, which the Contractor has specifically acquired or produced in accordance with this Contract, whether held by

Effect of Termination or Breach. No termination of this Agreement pursuant to Section 8.1 shall be effective until written notice thereof is given to the non-terminating Party specifying the provision hereof pursuant to which such termination is made. If the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except for this Section 8.2, and Sections 10.1 (Non-Survival of Representations and Warranties), 10.8 (Submission to Jurisdiction; Waiver of Trial by Jury), 10.9 (Governing Law), 10.10 (Binding Nature; Assignment), 10.11 (No Third Party Beneficiaries) and 10.12 (Construction). In the event this Agreement is terminated pursuant to Section 8.1 for any reason, no Party shall be entitled to any damages, losses or payment from any other Party (or such other Party’s Affiliates or any Third Party), except with respect to Purchaser’s rights to the expense reimbursement as set forth in this Agreement.

Effect of Amendment or Termination. No amendment or termination of the Plan shall adversely affect the rights of any Participant to amounts credited to his Account as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of balances in Accounts shall be made to Participants and Beneficiaries in the manner and at the time described in Article V, unless HP determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of Eligible Income shall be permitted; however, earnings, gains and losses shall continue to be credited to Account balances in accordance with Article V until the Account balances are fully distributed.