Common use of Voluntary Termination of Employment Without Good Reason Clause in Contracts

Voluntary Termination of Employment Without Good Reason. If a Participant terminates employment without Good Reason prior to the Initial Payout Date, the Participant will forfeit all of the Participant’s MIP Units and will have no further rights under the MIP. If a Participant terminates employment without Good Reason at any time following the Initial Payout Date, subject to the Participant’s execution and non-revocation of a release in a form reasonably satisfactory to the Company with all periods for revocation expired, the Participant shall vest in the Participant’s MIP Units in an amount equal to (i) the number of MIP Units awarded times (ii) the number of years of employment with the Company following the Effective Time divided by 10 (without taking into account fractional portions thereof) and all remaining MIP Units (and fractional portions thereof) will be forfeited. The Participant shall be only entitled to receive an allocable share of any MIP Distribution, if any, attributable to such Participant’s vested MIP Units on the earlier of the next Distribution Date on which a MIP Distribution is made or the next Scheduled Liquidity Event date. Following such payment, in accordance with the terms of the MIP, the Participant will not be entitled to any further payments and will have no further rights under the MIP. Death/Disability: In the case of a Participant’s death or Disability, the Participant (or Participant’s estate in the event of the Participant’s death) shall vest at the next vesting level, and all remaining unvested MIP Units (and fractional portions thereof) will be forfeited. The Participant (or Participant’s estate in the event of the Participant’s death) shall be only entitled to receive an allocable share of any MIP Distribution, if any, attributable to such Participant’s MIP Units on the earlier of the next Distribution Date on which a MIP Distribution is made or the next Scheduled Liquidity Event date. Following such payment, in accordance with the terms of the MIP, the Participant will not be entitled to any further payments and will have no further rights under the MIP. Change in Control: Participants will fully vest in all MIP Units awarded. Termination of Employment for Cause: In the case of termination of a Participant’s employment for Cause, all MIP Units held by the Participant will be immediately forfeited, and the Participant will have no further rights under the MIP. Administration/Governance: The MIP shall be administered by the Board or delegated committee thereof; all decisions will be in made in the sole and final discretion of the Board. Notwithstanding anything in the MIP to the contrary, the Board or delegated committee may accelerated the vesting of a Participant’s unvested MIP Units following termination of the Participant’s employment. The CEO, CFO and Moon will mutually agree on whether the MIP shall be administered as a compensatory plan of the Company or as a plan that grants partnership profits interest in Moon Sub. Plan Term: 10 years from the Effective Date. Withholding: The Company may withhold from any payment due to or transfer made under any compensation or other amount owing to a Participant the amount of any applicable withholding taxes in respect of the MIP Units.

Voluntary Termination of Employment Without Good Reason. The Executive may voluntarily terminate his employment at any time during the Term without Good Reason (as defined in Section 5.05[6]) by giving the Corporation written notice of his intention to do so. This notice will be effective one hundred eighty (180) days after it is given unless the Parties mutually agree to accelerate this termination date (“Voluntary Termination Date”). If a Participant the Executive voluntarily terminates his employment without Good Reason prior (including initiating a termination on account of retirement), the terms of this section will apply regardless of any other event (other than as provided in Section 5.06) that occurs after the delivery of the notice of intent to terminate without Good Reason. [1] This Agreement and the Executive’s employment will terminate on the Voluntary Termination Date and the Corporation will pay or cause to be paid to the Initial Payout Executive the sum of: [a] Any unpaid installments of his Base Salary, calculated through the Voluntary Termination Date, ; and [b] Any amounts the Participant will forfeit all of the Participant’s MIP Units and will have no further rights under the MIP. If a Participant terminates employment without Good Reason at any time following the Initial Payout Date, subject to the Participant’s execution and non-revocation of a release in a form reasonably satisfactory to the Company with all periods for revocation expired, the Participant shall vest in the Participant’s MIP Units in an amount equal to (i) the number of MIP Units awarded times (ii) the number of years of employment with the Company following the Effective Time divided by 10 (without taking into account fractional portions thereof) and all remaining MIP Units (and fractional portions thereof) will be forfeited. The Participant shall be only Executive is entitled to receive an allocable share of any MIP Distribution, if any, attributable to such Participant’s vested MIP Units on the earlier of the next Distribution Date on which a MIP Distribution is made or the next Scheduled Liquidity Event date. Following such payment, in accordance with under the terms of any employee benefit plan described in Section 3.01[3]. For purposes of this Agreement, a termination initiated by the MIPExecutive after qualifying for retirement under any deferred compensation plan (whether or not tax-qualified) maintained by the Corporation will be treated as a voluntary termination under this section. [2] If the Executive’s employment terminates under this Section 5.02, all the Executive’s outstanding stock options and other cash and equity incentive grants will be exercisable (or applicable restrictions will lapse) to the extent provided under the terms relating to terminations of employment for similar reasons contained in the plan and the award agreement through which they were granted or as otherwise provided in Section 5.06. [3] Except as otherwise provided in the program through which they are paid or in the Agreement, all amounts payable under this section will be: [a] Paid within thirty (30) days of the Voluntary Termination Date; and [b] If the Executive dies before all payments due under this section have been paid, the Participant unpaid amount will not be entitled paid to any further payments and will have no further rights the Executive’s beneficiary under the MIP. Death/Disability: In the case of a Participant’s death or Disability, the Participant (or Participant’s estate procedures described in the event of the Participant’s death) shall vest at the next vesting level, and all remaining unvested MIP Units (and fractional portions thereof) will be forfeited. The Participant (or Participant’s estate in the event of the Participant’s death) shall be only entitled to receive an allocable share of any MIP Distribution, if any, attributable to such Participant’s MIP Units on the earlier of the next Distribution Date on which a MIP Distribution is made or the next Scheduled Liquidity Event date. Following such payment, in accordance with the terms of the MIP, the Participant will not be entitled to any further payments and will have no further rights under the MIP. Change in Control: Participants will fully vest in all MIP Units awarded. Termination of Employment for Cause: In the case of termination of a Participant’s employment for Cause, all MIP Units held by the Participant will be immediately forfeited, and the Participant will have no further rights under the MIP. Administration/Governance: The MIP shall be administered by the Board or delegated committee thereof; all decisions will be in made in the sole and final discretion of the Board. Notwithstanding anything in the MIP to the contrary, the Board or delegated committee may accelerated the vesting of a Participant’s unvested MIP Units following termination of the Participant’s employment. The CEO, CFO and Moon will mutually agree on whether the MIP shall be administered as a compensatory plan of the Company or as a plan that grants partnership profits interest in Moon Sub. Plan Term: 10 years from the Effective Date. Withholding: The Company may withhold from any payment due to or transfer made under any compensation or other amount owing to a Participant the amount of any applicable withholding taxes in respect of the MIP UnitsSection 10.07.