Qualified CIC Termination. Notwithstanding the foregoing, in the event of a Change in Control and Qualified CIC Termination described under Section 2(e), then Participant, or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, on the date that is six (6) months following Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Shares calculated under Section 1(b) (as adjusted pursuant to Section 5) multiplied by the Ending Price as determined under Section 1(b)(iv), plus interest accrued from the date of the Qualified CIC Termination until the payment date based on the annual short‑term applicable federal rate in effect on the date of the Qualified CIC Termination.
Qualified CIC Termination. If there is a Change in Control and Qualified CIC Termination as described in Section 2(b)(iv) (other than following a Change in Control described in Section 3(b)(i)) prior to the completion of the Performance Period, then the Performance Period shall end on the date of Participant’s Qualified CIC Termination and Participant shall receive, on the date that is six (6) months following Participant’s Qualified CIC Termination, a cash payment from the Company equal to the product of (A) the number of Performance Units subject to this Award Agreement; (B) the 30‑day trading average of Common Stock (or other registered common stock substituted therefore as provided in Section 4) through the Qualified CIC Termination, but such amount shall not be less than the highest per share price offered to stockholders in any transaction whereby the Change in Control takes place; and (C) the Payout Percentage, except that Cumulative ROIC Over WACC shall be equal to the higher of (1) WACC plus 3.0% and (2) Cumulative ROIC Over WACC determined in accordance with Exhibit A as if the Performance Period had ended at the end of the last day of the Company’s last completed fiscal year (determined as of the date of the Qualified CIC Termination). Notwithstanding the foregoing, if such Change in Control occurs after completion of the Performance Period but prior to payment, then the Participant shall receive a cash payment as described in this Section 3(b)(ii) except that the 30‑day trading average shall be determined through the last day of the Performance Period, and the Cumulative ROIC Over WACC shall be determined in accordance with Exhibit A without modification.
Qualified CIC Termination. If there is a Change in Control and Qualified CIC Termination as described in Section 2(b)(iv) (other than following a Change in Control described in Section 3(b)(i)) prior to the completion of the Performance Period, then the Performance Period shall end on the date of Participant’s Qualified CIC Termination and Participant shall receive, within ten (10) days of Participant’s Qualified CIC Termination, a cash payment from the Company Approved March 2015 calculated in accordance with Exhibit A, taking into account Section 4, provided that (A) the Ending Value is an amount not less than the highest per share price offered to stockholders in any transaction whereby the Change in Control takes place; and (B) Cumulative ROIC Over WACC shall be equal to the higher of (1) WACC plus 3.0% and (2) Cumulative ROIC Over WACC determined in accordance with Exhibit A, assuming the Performance Period had ended on and including the last day of the Company’s last completed fiscal year. Notwithstanding the foregoing, if such Change in Control occurs after completion of the Performance Period but prior to payment, then the Participant shall receive a cash payment as described in this Section 3(b)(ii) except that Cumulative ROIC Over WACC shall be determined in accordance with Exhibit A without modification.
