Termination of Service without Cause or for Good Reason outside a CiC Period. If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for Good Reason, in each case other than during a CiC Period (including, for the avoidance of doubt, other than following a Potential CiC Date but before the applicable Change in Control has been consummated), (A) if the Performance Condition has been satisfied as of such date that Service terminates, the Partially Accelerating Portion of the Option shall automatically vest as of the date of the Grantee’s termination of Service, and (B) if the Performance Condition has not been satisfied as of the date of the Grantee’s termination of Service, the entire Option shall be shall be forfeited by the Grantee and cancelled by the Company as of the date of the Grantee’s termination of Service, and the Grantee shall have no further right or interest in such forfeited portion unless the Committee in its sole discretion shall determine otherwise. The vested portion of the Option, if any, shall remain exercisable by the Grantee (or any person entitled to do so) at any time within eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 1(b) hereof. To the extent the vested portion of the Option, if any, is not exercised within such eighteen (18)-month period, the Option shall be cancelled and revert back to the Company, and the Grantee or any permitted transferee pursuant to Section 3, as applicable, shall have no further right or interest therein. For purposes of this Section 4(c), the definitions of “Cause,” “Good Reason,” “CiC Period,” “Potential CiC Date,” and “Partially Accelerating Portion” shall have the definitions attributed to such terms in the CIC and Severance Agreement; provided that “Partially Accelerating Portion” shall be interpreted as if such term applied to the Option. MACROBUTTON DocID \\4156-9807-4958 v1 Exhibit 4.5
Termination of Service without Cause or for Good Reason outside a CiC Period. If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for Good Reason, in each case other than during a CiC Period (including, for the avoidance of doubt, other than following a Potential CiC Date but before the applicable Change in Control has been consummated), the MACROBUTTON DocID \\4134-5340-4239 v1 Partially Accelerating Portion of the Stock Units shall automatically vest as of the date of the Grantee’s termination of Service. For purposes of this Section 4(c), the definitions of “Cause,” “Good Reason,” “CiC Period,” “Potential CiC Date,” and “Partially Accelerating Portion” shall have the definitions attributed to such terms in the CIC and Severance Agreement; provided that “Partially Accelerating Portion” shall be interpreted as if such term applied to the Stock Units.
