Common use of Change of Control Fee Clause in Contracts

Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two (2) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four (4) times the cash bonus that the Executive earned in the year immediately preceding the Change of Control. Such payment shall be made within 60 days of the date of the Executive’s Separation from Service. To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this Section. If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute a Change of Control.

Change of Control Fee. A. Notwithstanding the provisions in of the Incentive Plan or any equity, phantom stock, restricted stock, restricted stock unit, or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units units, shares of restricted stock, restricted stock units, and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee the Executive remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 24 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two three (23) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four six (46) times the maximum cash bonus that the Executive could have earned in the year immediately preceding of the Change of Control. Such payment shall be made in a single lump sum payment within 60 days of the date of the Executive’s Separation from Service, provided that the Executive complies with the release requirements of Section 7(F). To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this SectionSection 8(B). If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute a Change of Control.

Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee Executive remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 within24 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two three (23) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four three (43) times the sum of the maximum cash bonus and equity awards (i.e., six (6) times the cash bonus bonus) that the Executive could have earned in the year immediately preceding of the Change of Control. Such payment shall be made in a single lump sum within 60 days of the date of the Executive’s Separation from Service, provided the Executive complies with the release requirement of Section 7(F). To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later 0000-0000-0000.2 than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this Section. If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute a Change of Control.

Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two one and a half (21.5) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four three (43) times the cash bonus that the Executive earned in the year immediately preceding the Change of Control. Such payment shall be made within 60 days of the date of the Executive’s Separation from Service. To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this Section. If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute a Change of Control.

Change of Control Fee. A. Notwithstanding the provisions in of the Incentive Plan or any equity, phantom stock, restricted stock, restricted stock unit or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units units, shares of restricted stock, restricted stock units, and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee the Executive remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 24 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two three (23) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four six (46) times the maximum cash bonus that the Executive could have earned in the year immediately preceding of the Change of Control. Such payment shall be made in a single lump sum payment within 60 days of the date of the Executive’s Separation from Service, provided that the Executive complies with the release requirements of Section 7(F). To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this SectionSection 8(B). If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute a Change of Control.

Change of Control Fee. A. Notwithstanding the provisions in of the Incentive Plan or any equity, phantom stock, restricted stock, restricted stock unit, or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units units, shares of restricted stock, restricted stock units, and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee the Executive remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 24 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two three (23) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four six (46) times the maximum cash bonus that the Executive could have earned in the year immediately preceding of the Change of Control. Such payment shall be made in a single lump sum payment within 60 days of the date of the Executive’s Separation from Service, provided that the Executive complies with the release requirements of Section 7(F). To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this SectionSection 8(B). If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean (i) a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent,” and (ii) a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.,” or (iii) individuals who, as of the Effective Date of this Agreement constitute the Board and individuals whose election or nomination for election as a member of the Board of Directors was approved by the directors then in office (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Exchange Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director (unless specifically deemed to be an Incumbent Director by a vote of at least a majority of the Incumbent Directors before the date of the appointment or election). Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as any payment that is subject to which the holders Section 409A of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction Code that is to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute be made upon a Change of ControlControl shall only be made upon an event that constitutes a change in ownership or control as described in Treasury Regulation 1.409A-3(i)(5).

Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee Executive remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 24 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two three (23) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four three (43) times the sum of the maximum cash bonus and equity awards (i.e., six (6) times the cash bonus bonus) that the Executive could have earned in the year immediately preceding of the Change of Control. Such payment shall be made in a single lump sum within 60 days of the date of the Executive’s Separation from Service, provided the Executive complies with the release requirement of Section 7(F). To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this Section. If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent” and for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.” Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as to which the holders of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute a Change of Control.

Change of Control Fee. A. Notwithstanding the provisions in of the Incentive Plan or any equity, phantom stock, restricted stock, restricted stock unit or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units units, shares of restricted stock, restricted stock units, and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee the Executive remains employed by the Company or its successor following the Change of Control. B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 24 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two three (23) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four six (46) times the maximum cash bonus that the Executive could have earned in the year immediately preceding of the Change of Control. Such payment shall be made in a single lump sum payment within 60 days of the date of the Executive’s Separation from Service, provided that the Executive complies with the release requirements of Section 7(F). To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this SectionSection 8(B). If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7. C. For purposes of this Agreement, “Change of Control” shall mean (i) a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “change in the effective control,” “50 percent” shall be used instead of “30 percent,” and (ii) a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A (treating the Company as the relevant corporation) provided, however, that for purposes of determining a “substantial portion of the assets of the corporation,” “85 percent” shall be used instead of “40 percent.,” or (iii) individuals who, as of the Effective Date of this Agreement constitute the Board and individuals whose election or nomination for election as a member of the Board of Directors was approved by the directors then in office (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Exchange Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director (unless specifically deemed to be an Incumbent Director by a vote of at least a majority of the Incumbent Directors before the date of the appointment or election). Notwithstanding the foregoing, in the event of either (i) a merger, consolidation, reorganization, share exchange or other transaction as any payment that is subject to which the holders Section 409A of the capital stock of GWR Global Water Resources Corp. (“GWRC”) or the Company, as the case may be, before the transaction continue after the transaction Code that is to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of GWRC or the Company (or other surviving company), as the case may be, representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of GWRC or the Company (or other surviving company), as the case may be, or (ii) any increase in ownership of the Company by GWRC, such transaction(s) shall not constitute be made upon a Change of ControlControl shall only be made upon an event that constitutes a change in ownership or control as described in Treasury Regulation 1.409A-3(i)(5).