Common use of Non-Change in Control Termination Clause in Contracts

Non-Change in Control Termination. If Executive’s employment is terminated by the Company other than for Cause, death or Disability, or by Executive with Good Reason, in each case other than within twelve (12) months following a Change in Control, in addition to the Accrued Benefits, Executive shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release: (a) one (1) times the sum of (x) the Base Salary and (y) the Annual Bonus earned in respect of the fiscal year ending immediately prior to the Effective Termination Date (the “Prior Year Bonus”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over twelve (12) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, provided further that, to the extent necessary to comply with Section 409A, if the period during which the Release must be executed and become irrevocable spans two (2) calendar years, payment of installments shall commence in the second calendar year, and the timing of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreement; (b) the Pro Rata Bonus Payment, paid at the time set forth in Section 4.04(a); (c) payment of any unpaid bonus earned for the year prior to the year of termination, paid at the time set forth in Section 4.04(b); (d) payment of the COBRA Equivalent Payment, paid at the times set forth in Section 4.04(c); and (e) full accelerated vesting of the Initial LTIP Award (to the extent then outstanding), with all other LTIP Units and other Company equity-based awards treated in accordance with the applicable award agreements. If, following the Effective Termination Date and prior to a Change in Control, Executive breaches any of his obligations pursuant to the restrictive covenants set forth in Section 5.02 or Section 5.03, and such breach results in significant reputational or monetary harm to the Company, then Executive shall forfeit his right to receive any unpaid amounts pursuant to Section 4.05(a), (b) and (d), and Executive shall promptly repay to the Company any such amount previously paid to Executive pursuant to Sections 4.05(a), (b) and (d), provided, however, that the Company shall provide written notice to Executive of an alleged breach of any such restrictive covenants within thirty (30) days of such alleged breach (or such later date as the PubliCo Board could reasonably have been expected to know of such a breach), and Executive shall have thirty (30) days to cure such alleged breach, if curable.

Non-Change in Control Termination. If Executive’s employment is terminated by the Company other than for Cause, death or Disability, or by Executive with Good Reason, in each case other than within twelve twenty-four (1224) months following a Change in Control, in addition to the Accrued Benefits, Executive shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release: (a) a cash payment equal to one (1) times the sum of (x) the Base Salary and (y) the Annual Bonus earned in respect of the fiscal year ending immediately prior to the Effective Termination Date (the “Prior Year Bonus”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over twelve (12) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, ; provided further that, that to the extent necessary Executive is entitled to comply with Statutory Gratuity Pay, the continuation of Base Salary pursuant to this Section 409A, if 4.05(a) shall be reduced by the period during amount of the Statutory Gratuity Pay to which the Release must he will be executed and become irrevocable spans two (2) calendar years, payment entitled as a result of installments shall commence in the second calendar year, and the timing Executive’s termination of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreementemployment; (b) a cash payment of a pro rata portion of the Pro Rata Annual Bonus Paymentin respect of the fiscal year in which such termination or resignation occurs based on the number of days elapsed in such year through the effective date of Executive’s termination or resignation of employment, paid as applicable (the “Effective Termination Date”), and actual achievement of applicable performance goals, except that any performance goals based on Executive’s personal performance shall be treated as attained at no less than the target level, and any other performance goals shall be deemed achieved at least at the time set forth in Section 4.04(a)level applicable to similarly situated active employees of the Company, and paid when annual bonuses are paid (or, if earlier, due to be paid) to other senior executives of the Company; (c) payment of any unpaid bonus earned for the year prior to the year of terminationtermination or resignation, paid at the time set forth in Section 4.04(b); (d) payment of the COBRA Equivalent Payment, paid at the times set forth in Section 4.04(c4.04(a); and (ed) full accelerated vesting of the Initial LTIP Award Grants (to the extent then outstanding), with all other LTIP Units and other Company equity-based awards treated in accordance with the applicable award agreements. If, following the Effective Termination Date and prior to a Change in Control, Executive breaches any of his obligations pursuant to the restrictive covenants set forth in Section 5.02 or Section 5.03, and such breach results in in, or would reasonably be expected to result in, significant reputational or monetary harm to the Company, then Executive shall forfeit his right to receive any unpaid amounts pursuant to Section 4.05(a), (b) and (d), and Executive shall promptly repay to the Company any such amount previously paid to Executive pursuant to Sections 4.05(a), (b) and (d), provided, however, that the Company shall provide written notice to Executive of an alleged breach of any such restrictive covenants within thirty (30) days of such alleged breach (or such later date as the PubliCo Board could reasonably have been expected to know of such a breach), and Executive shall have thirty (30) days to cure such alleged breach, if curable.

Non-Change in Control Termination. If Executive’s employment is terminated by the Company other than for Cause, death or Disability, or by Executive with Good Reason, in each case other than within twelve (12) months following a Change in Control, in addition to the Accrued Benefits, Executive shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release: (a) one two (12) times the sum of (x) the Base Salary and (y) the Annual Bonus earned in respect of the fiscal year ending immediately prior to the Effective Termination Date (the “Prior Year Bonus”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over twelve twenty-four (1224) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, provided further that, to the extent necessary to comply with Section 409A, if the period during which the Release must be executed and become irrevocable spans two (2) calendar years, payment of installments shall commence in the second calendar year, and the timing of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreement; (b) the Pro Rata Bonus Payment, paid at the time set forth in Section 4.04(a); (c) payment of any unpaid bonus earned for the year prior to the year of termination, paid at the time set forth in Section 4.04(b); (d) payment of the COBRA Equivalent Payment, paid at the times set forth in Section 4.04(c); and (e) full accelerated vesting of the Initial LTIP Award (to the extent then outstanding), with all other LTIP Units and other Company equity-based awards treated in accordance with the applicable award agreements. If, following the Effective Termination Date and prior to a Change in Control, Executive breaches any of his obligations pursuant to the restrictive covenants set forth in Section 5.02 or Section 5.03, and such breach results in significant reputational or monetary harm to the Company, then Executive shall forfeit his right to receive any unpaid amounts pursuant to Section 4.05(a), (b) and (d), and Executive shall promptly repay to the Company any such amount previously paid to Executive pursuant to Sections 4.05(a), (b) and (d), provided, however, that the Company shall provide written notice to Executive of an alleged breach of any such restrictive covenants within thirty (30) days of such alleged breach (or such later date as the PubliCo Board could reasonably have been expected to know of such a breach), and Executive shall have thirty (30) days to cure such alleged breach, if curable.

Non-Change in Control Termination. If Executive’s employment is terminated by the Company other than for Cause, death or Disability, or by Executive with Good Reason, in each case other than within twelve twenty-four (1224) months following a Change in Control, in addition to the Accrued Benefits, Executive shall be entitled to the following payments and benefits, subject to the effectiveness and irrevocability of the Release: (a) one (1) times the sum of (x) the Base Salary and (y) the Annual Bonus earned in respect of the fiscal year ending immediately prior to the Effective Termination Date (the “Prior Year Bonus”), payable in equal biweekly installments in accordance with the Company’s normal payroll practices over twelve (12) months following the Effective Termination Date, provided that any installments that would otherwise have been paid prior to satisfaction of the release condition set forth in Section 4.07 shall be accumulated and paid in a lump sum on the first payroll date following satisfaction of such condition, ; provided further that, that to the extent necessary Executive is entitled to comply with Statutory Gratuity Pay, the continuation of Base Salary pursuant to this Section 409A, if 4.05(a) shall be reduced by the period during amount of the Statutory Gratuity Pay to which the Release must he will be executed and become irrevocable spans two (2) calendar years, payment entitled as a result of installments shall commence in the second calendar year, and the timing Executive’s termination of such installments may be subject to further restrictions under Section 409A as set forth in Section 6.15 of this Agreementemployment; (b) payment of a pro rata portion of the Pro Rata Annual Bonus Paymentin respect of the fiscal year in which such termination or resignation occurs based on the number of days elapsed in such year through the effective date of Executive’s termination or resignation of employment, paid as applicable (the “Effective Termination Date”), and actual achievement of applicable performance goals, except that any performance goals based on Executive’s personal performance shall be treated as attained at no less than the target level, and any other performance goals shall be deemed achieved at least at the time set forth in Section 4.04(a)level applicable to similarly situated active employees of the Company, and paid when annual bonuses are paid (or, if earlier, due to be paid) to other senior executives of the Company; (c) payment of any unpaid bonus earned for the year prior to the year of terminationtermination or resignation, paid at the time set forth in Section 4.04(b); (d) payment of the COBRA Equivalent Payment, paid at the times set forth in Section 4.04(c4.04(a); and (ed) full accelerated vesting of the Initial LTIP Award Grants (to the extent then outstanding), with all other LTIP Units and other Company equity-based awards treated in accordance with the applicable award agreements. If, following the Effective Termination Date and prior to a Change in Control, Executive breaches any of his obligations pursuant to the restrictive covenants set forth in Section 5.02 or Section 5.03, and such breach results in in, or would reasonably be expected to result in, significant reputational or monetary harm to the Company, then Executive shall forfeit his right to receive any unpaid amounts pursuant to Section 4.05(a), (b) and (d), and Executive shall promptly repay to the Company any such amount previously paid to Executive pursuant to Sections 4.05(a), (b) and (d), provided, however, that the Company shall provide written notice to Executive of an alleged breach of any such restrictive covenants within thirty (30) days of such alleged breach (or such later date as the PubliCo Board could reasonably have been expected to know of such a breach), and Executive shall have thirty (30) days to cure such alleged breach, if curable.