Common use of Termination and Change in Control Clause in Contracts

Termination and Change in Control. The Executive shall be entitled to receive the payments described in this Section 8(d) upon the termination of the Executive’s employment within eighteen (18) months following a Change in Control provided, that Executive executes a general release in the form attached hereto as Exhibit C, unless such termination is (i) for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, Executive shall be entitled to receive, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of (A) any accrued but unpaid salary as payable through such Date of Termination, and (B) two times the sum of (1) Executive’s Annual Salary as of the Date of Termination, and (2) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. For purposes of this Employment Agreement, the Executive’s employment shall be deemed to have been terminated without Cause following a Change in Control or by the Executive with Good Reason following a Change in Control if (x) the Executive’s employment is terminated without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (y) the Executive’s employment is terminated without Cause in the ninety (90) period prior to or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (z) if the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person.

Termination and Change in Control. The Executive shall be entitled to receive the payments described in this Section 8(d8(c) upon the termination of the Executive’s employment within eighteen (18) months following a Change in Control provided, that Executive executes a general release in the form attached hereto as Exhibit C, unless such termination is (i) for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, Executive shall be entitled to receive, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of (A) any accrued but unpaid salary as payable through such Date of Termination, and (B) two times the sum of (1) Executive’s Annual Salary as of the Date of Termination, and (2) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. For purposes of this Employment Agreement, the Executive’s employment shall be deemed to have been terminated without Cause following a Change in Control or by the Executive with Good Reason following a Change in Control if (x) the Executive’s employment is terminated without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (y) the Executive’s employment is terminated without Cause in the ninety (90) period prior to or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (z) if the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person.

Termination and Change in Control. The Executive shall be entitled (a) Except as provided in Sections 3(b) and 3(c) of this Agreement, if the Awardee’s employment with the Company terminates for any reason, the Awardee’s right to receive any unpaid Deferred Shares and dividend equivalents otherwise credited pursuant to Section 4 below will be immediately forfeited, unless otherwise specifically provided otherwise by the payments described in Committee. For purposes of this Section 8(d) upon Agreement, the Awardee will not be considered to have incurred a termination of employment with the ExecutiveCompany unless the Awardee’s employment within eighteen has terminated from the Company and each of its subsidiaries and Affiliates, as determined by the Committee. (18b) months following Notwithstanding any provision herein to the contrary, if a Change in Control providedoccurs prior to a Determination, then immediately prior to such Change in Control, the target number of Performance Shares (as set forth in Exhibit B) shall automatically convert into service-based Deferred Shares, and such service-based Deferred Shares shall vest and be immediately delivered to the Awardee on the Vesting Date (without regard to achievement of any of the Adjusted Free Cash Flow targets set forth on Exhibit B), provided that Executive executes a general release the Awardee is in the form attached hereto employ of the Company or its subsidiaries on the Vesting Date. Notwithstanding any provision herein to the contrary, in the event that an Involuntary Termination Event occurs within one (1) year following the occurrence of a Change in Control, the outstanding Deferred Shares shall immediately become fully vested as Exhibit Csoon as practicable (but not later than 15 days) following the Involuntary Termination Event. In the event that after a Determination, unless such termination is an Involuntary Termination Event and a Change in Control occur, then the number of Performance Shares determined to have been earned shall immediately vest and shall be immediately delivered to the Awardee. (c) In the event that the Awardee’s employment with the Company and/or its subsidiaries terminates due to the Awardee’s death, Disability or Retirement, (i) with respect to Deferred Shares that are not Performance Shares, all such Deferred Shares shall immediately vest and be delivered to the Awardee (or the Awardee’s estate, as applicable) within 10 days following the date of such termination of employment (subject to Section 15(u)(ii) of the Plan) or (ii) with respect to Performance Shares, (x) prior to a Determination, then the performance targets in Exhibit B shall be deemed to have been achieved at target, and the conditions set forth in Exhibit B shall be deemed to have been satisfied, and, therefore, the Target Number of Performance Shares (as set forth in Exhibit B) shall immediately vest and be delivered to the Awardee (or the Awardee’s estate, as applicable) within 10 days following the date of such termination of employment (subject to Section 15(u)(ii) of the Plan); provided that if such termination of employment occurs on or prior to the date on which 50% of the Performance Period (as set forth in Exhibit B) has elapsed, only 50% of the target number of Performance Shares shall immediately vest and be so delivered or (y) after a Determination, then any Performance Shares that are determined to have been earned by the Awardee in accordance with Exhibit B shall, to the extent not previously delivered to the Awardee, vest and be delivered to the Awardee (or the Awardee’s estate, as applicable) within 10 days following the date of such termination of employment (subject to Section 15(u)(ii) of the Plan). (d) For purposes of this Agreement, the terms “Involuntary Termination Event” shall mean (i) the involuntary termination of the Awardee’s employment with the Company or any of its subsidiaries (other than for Cause, death or Disability) or (ii) the Awardee’s resignation of employment with the Company or any of its subsidiaries for Good Reason and (2) “Good Reason” shall mean the occurrence of any of the following without the Awardee’s prior written consent: (i) a material reduction in the Awardee’s then current base salary or target bonus percentage, (ii) by reason a material diminution of death the Awardee’s duties or Disabilityresponsibilities, (iii) the assignment to the Awardee of duties or responsibilities which are materially inconsistent with the Awardee’s previous duties or responsibilities, or (iiiiv) by relocation of the Executive without Awardee’s principal work location to a location more than thirty (30) miles from the Awardee’s previous principal work location; provided, however, that no such occurrence shall constitute Good Reason. In lieu Reason unless the Awardee provides the Company with written notice of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, Executive shall be entitled to receive, (i) matter within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of (A) any accrued but unpaid salary as payable through such Date of Termination, and (B) two times the sum of (1) Executive’s Annual Salary as Awardee first has knowledge of the Date matter and, in the case of Termination, and clauses (2) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Terminationi), (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, or (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical definition of Good Reason, the Company fails to cure such matter within thirty (30) days after its receipt of such notice, and dental benefits under COBRAif the Company fails to cure such matter, payment of Executive’s costs for such coverage for a period of up to one year the Awardee resigns within thirty (30) days following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as expiration of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. For purposes of this Employment Agreement, the Executive’s employment shall be deemed to have been terminated without Cause following a Change in Control or by the Executive with Good Reason following a Change in Control if (x) the Executive’s employment is terminated without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (y) the Executive’s employment is terminated without Cause in the ninety (90) period prior to or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (z) if the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Personcure period.