The Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that # if the Selling Stockholder terminates this Agreement after the Agent confirms to the Selling Stockholder any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Selling Stockholder shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and # Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

Activity Following Termination. If, within the six-month period following the Key Employee’s termination of employment with the Company, the Company becomes aware that the Key Employee has engaged in Detrimental Activity subsequent to termination, then the Key Employee’s rights with respect to the Grant shall be determined in accordance with any determination by the Committee under this Section 4.

Compensation Following Termination. Except as provided in this Section 4, Executive will not be entitled to any payments or benefits from the Company as a result of the termination of Executive’s employment, regardless of the reason for such termination.

From the date of Executive’s termination of employment with ​, whether by Executive or ​ for any or no reason, and provided that # Executive executes and returns to ​ a separation and release agreement in form and substance satisfactory to ​, in its sole discretion, releasing any and all claims Executive has or may have against ​ at the time of her termination of employment from ​, # Executive is employed as an Executive Vice President of ​ at the time of Executive’s termination of employment with ​, and (iii), except in the event Executive’s employment with ​ is terminated in accordance with applicable laws, rules and regulations due to Executive’s disability, Executive is at least 58 years of age and has served as an Executive Vice President of ​ for at least 5 consecutive years at the time of Executive’s termination of employment with ​ (the “Monthly Payment Requirements”), ​ will pay Executive the Monthly Amount (as defined below) for 24 months following Executive’s termination of employment with ​. ​ shall have no obligation to make any payments of the Monthly Amount if, at the time of Executive’s termination of employment with ​, all of the Monthly Payment Requirements are not satisfied. The “Monthly Amount” shall be an amount equal to # the product of # the amount of Executive’s highest base salary level during the 12 month period immediately prior to her date of termination, multiplied by # 3.36, # divided by 12. Subject to the provisions of Section 24 of this Agreement, the payments of any Monthly Amount due shall be made at the end of each month following Executive’s termination of employment with ​ on ​’s regular monthly payroll date.

From the date of Executive’s termination of employment with ​, whether by Executive or ​ for any or no reason, and provided that Executive executes and returns to ​ a separation and release agreement in form and substance satisfactory to ​, in its sole discretion, releasing any and all claims Executive has or may have against ​ at the time of his termination of employment from ​, ​ will pay Executive the Monthly Amount (as defined below) for twenty-four (24) months following Executive’s termination. The “Monthly Amount” shall be an amount equal to # the product of # the amount of Executive’s highest base salary level during the twelve (12) month period immediately prior to his date of termination, multiplied by # 3.36, # divided by twelve (12). Subject to the provisions of Section 24 of this Agreement, the payments of the Monthly Amount shall be made at the end of each month following Executive’s termination of employment with ​ on ​’s regular monthly payroll date.

OHL and CLIENT agree the amount to be paid to OHL by reason of the total or partial termination of its services by CLIENT for convenience and by OHL for cause pursuant to this Section will include each of the following:

Compensation Following Termination. Executive shall be entitled only to the following compensation and benefits upon termination of employment:

Payment of Award Following Termination of Service. Except as otherwise set forth herein, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) through 5:00 p.m. Eastern Time of the last day of the Retention Period for the Restricted Stock Units with respect to the Retention Period to vest. Except as otherwise set forth herein, in the event the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates during the Retention Period with respect to which the Restricted Stock Units have not been earned or forfeited, the Grantee will forfeit all, and will not vest in any, of the Restricted Stock Units eligible to be earned with respect to the Retention Period.

Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] in order for such portion of the Option to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in [Section 5(b)] hereof) prior to vesting of any portion of the Option, the Grantee’s rights hereunder shall be determined as follows:

Termination of Service. Except as otherwise provided in the Plan or as determined by the Committee, if Participant’s service as a member of the Board of Directors terminates for any reason other than death or Disability, all Restricted Stock held by Participant which is unvested or subject to restriction at the time of such termination shall be automatically forfeited immediately after such termination. In the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of Directors as a result of Participant’s Disability, all Restricted Stock held by Participant shall vest in full immediately after such resignation or removal, and the Company shall process such vesting within thirty (30) days of the date on which the Committee determines that such resignation or removal was the result of Participant’s Disability (but not later than December 31 of the year of such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).