Common use of Termination by the Company for Reasons Other Than for Cause Clause in Contracts

Termination by the Company for Reasons Other Than for Cause. If the Company terminates the Executive’s employment for reasons other than for Cause during the Term, the Executive shall be entitled to the payments and rights described in this Section 10(b). Provided the Executive is in compliance with the requirements of Section 11 at the time of the relevant payment, the Company shall make the following lump-sum cash payments to the Executive: (i) the amounts described in Section 10(a), (ii) a pro rata MIP Award based on actual results for the year of the Executive’s termination of employment and the number of months of the Executive’s employment in the year, (iii) an amount equal to the Executive’s annual Base Salary plus the amount of the Executive’s most recent target MIP Award, and (iv) in the event such termination occurs prior to December 31, 2013, an amount equal to the Retention Award, with interest through the date of termination of employment. Payments made under clauses (i), (iii) and (iv) of this paragraph shall be made as soon as administratively practicable following the Executive’s termination of employment, but no later than 60 days following the Executive’s termination of employment, subject to any different payment schedule required pursuant to Section 14. Payment under clause (ii) of this paragraph shall be made in March of the year following the year of the Executive’s termination of employment. In addition, provided the Executive complies with the requirements of Section 11, (A) all equity awards that were converted from Legacy CCE equity awards shall be fully vested upon termination; (B) the service-vesting conditions for 2012 LTIP Awards shall be waived on a pro rata basis, which pro rata determination will be made by dividing the number of months of service between the grant date and the date of the Executive’s termination of employment plus the number of months of consulting services credited under Section 6, above, by the number of months of service that would have been required to vest in such award (not to exceed 100% vesting); and (C) the service-vesting conditions for 2013 LTIP Awards shall be waived on a pro rata basis , which pro rata determination will be made by dividing the number of months of service between the grant date and the Executives termination date plus the number of months of consulting services provided under Section 6, above, by the number of months of service that #PageNum# would have been required to vest in such an award; provided, however, that if the Executive is at least age 55 and has at least five years of service with the Company and Legacy CCE as of the termination date, the months of service used in the numerator for the pro rata determination shall be increased by 12 (not to exceed 100% vesting). Notwithstanding the foregoing, PSUs granted in either 2012 or 2013 shall not automatically satisfy the performance condition to vesting as a result of this paragraph, but must satisfy the performance condition on the basis of actual performance in accordance with the terms of the awards. All option awards that are vested shall remain exercisable for the balance of the original term of the grant.

Termination by the Company for Reasons Other Than for Cause. If the Company terminates the Executive’s employment for reasons other than for Cause during the Term, the Executive shall be entitled to the payments and rights described in this Section 10(b). Provided the Executive is in compliance with the requirements of Section 11 at the time of the relevant payment, the Company shall make the following lump-sum cash payments to the Executive: (i) the amounts described in Section 10(a), (ii) a pro rata MIP Award based on actual results for the year of the Executive’s termination of employment and the number of months of the Executive’s employment in the year, (iii) an amount equal to the Executive’s annual Base Salary plus the amount of the Executive’s most recent target MIP Award, and (iv) in the event such termination occurs prior to December 31, 2013, an amount equal to the Retention Award, with interest through the date of termination of employment. Payments made under clauses (i), (iii) and (iv) of this paragraph shall be made as soon as administratively practicable following the Executive’s termination of employment, but no later than 60 days following the Executive’s termination of employment, subject to any different payment schedule required pursuant to Section 14. Payment under clause (ii) of this paragraph shall be made in March of the year following the year of the Executive’s termination of employment. In addition, provided the Executive complies with the requirements of Section 11, (A) all equity awards that were converted from Legacy CCE equity awards shall be fully vested upon termination; (B) the service-vesting conditions for 2012 LTIP Awards shall be waived on a pro rata basis, which pro rata determination will be made by dividing the number of months of service between the grant date and the date of the Executive’s termination of employment plus the number of months of consulting services credited under Section 6, above, by the number of months of service that would have been required to vest in such award (not to exceed 100% vesting); and (C) the service-vesting conditions for 2013 LTIP Awards shall be waived on a pro rata basis , which pro rata determination will be made by dividing the number of months of service between the grant date and the Executives termination date plus the number of months of consulting services provided under Section 6, above, by the number of months of service that #PageNum# would have been required to vest in such an award; provided, however, that if the Executive is at least age 55 and has at least five years of service with the Company and Legacy CCE as of the termination date, the months of service used in the numerator for the pro rata determination shall be increased by 12 (not to exceed 100% vesting). Notwithstanding the foregoing, PSUs granted in either 2012 or 2013 shall not automatically satisfy the performance condition to vesting as a result of this paragraph, but must satisfy the performance condition on the basis of actual performance in accordance with the terms of the awards. All option awards that are vested shall remain exercisable for the balance of the original term of the grant.

Termination by the Company for Reasons Other Than for Cause. If the Company terminates the Executive’s employment for reasons other than for Cause during the Term, the Executive shall be entitled to the payments and rights described in this Section 10(b). Provided the Executive is in compliance with the requirements of Section 11 at the time of the relevant payment, the Company shall make the following lump-sum cash payments to the Executive: (i) the amounts described in Section 10(a), (ii) a pro rata MIP Award based on actual results for the year of the Executive’s termination of employment and the number of months of the Executive’s employment in the year, (iii) an amount equal to the Executive’s annual Base Salary plus the amount of the Executive’s most recent target MIP Award, and (iv) in the event such termination occurs prior to December 31, 2013, an amount equal to the Retention Award, with interest through the date of termination of employment. Notwithstanding the foregoing, the total amount of cash Payments made under clauses (i), (iii) and (iv) of this paragraph shall be made as soon as administratively practicable following the Executive’s termination of employment, but no later than 60 days following the Executive’s termination of employment, subject to any different payment schedule required pursuant to Section 14. Payment under clause (ii) of this paragraph shall be made in March of the year following the year of the Executive’s termination of employment. In addition, provided the Executive complies with the requirements of Section 11, (A) all equity awards that were converted from Legacy CCE equity awards shall be fully vested upon termination; (B) the service-vesting conditions for 2012 LTIP Awards shall be waived on a pro rata basis, which pro rata determination will be made by dividing the number of months of service between the grant date and the date of the Executive’s termination of employment plus the number of months of consulting services credited under Section 6, above, by the number of months of service that would have been required to vest in such award (not to exceed 100% vesting); and (C) the service-vesting conditions for 2013 LTIP Awards shall be waived on a pro rata basis , which pro rata determination will be made by dividing the number of months of service between the grant date and the Executives termination date plus the number of months of consulting services provided under Section 6, above, by the number of months of service that #PageNum# would have been required to vest in such an award; provided, however, that if the Executive is at least age 55 and has at least five years of service with the Company and Legacy CCE as of the termination date, the months of service used in the numerator for the pro rata determination shall be increased by 12 (not to exceed 100% vesting). Notwithstanding the foregoing, PSUs granted in either 2012 or 2013 shall not automatically satisfy the performance condition to vesting as a result of this paragraph, but must satisfy the performance condition on the basis of actual performance in accordance with the terms of the awards. All option awards that are vested shall remain exercisable for the balance of the original term of the grant.

Termination by the Company for Reasons Other Than for Cause. If the Company terminates the Executive’s employment for reasons other than for Cause during the Term, the Executive shall be entitled to the payments and rights described in this Section 10(b9(b). Provided the Executive is in compliance with the requirements of Section 11 10 at the time of the relevant payment, the Company shall make the following lump-sum cash payments to the Executive: (i) the amounts described in Section 10(a9(a), (ii) a pro rata MIP Award based on actual results for the year of the Executive’s termination of employment and the number of months of the Executive’s employment in the year, and (iii) an amount equal to the Executive’s annual Base Salary plus the amount of the Executive’s most recent target MIP Award, and (iv) in the event such termination occurs prior to December 31, 2013, an amount equal to the Retention Award, with interest through the date of termination of employment. Payments made under clauses (i), (iii) and (iv) of this paragraph shall be made as soon as administratively practicable following the Executive’s termination of employment, but no later than 60 days following the Executive’s termination of employment, subject to any different payment schedule required pursuant to Section 1413. Payment under clause (ii) of this paragraph shall be made in March of the year following the year of the Executive’s termination of employment. In addition, provided the Executive complies with the requirements of Section 1110, (A) all equity awards that were converted from Legacy CCE equity awards shall be fully vested upon termination; (B) the service-vesting conditions for 2012 2014 LTIP Awards Award shall be waived on a pro rata basis, which pro rata determination will be made by dividing the number of months of service between the grant date and the date of the Executive’s termination of employment plus the number of months of consulting services credited under Section 6, above, by the number of months of service that would have been required to vest in such award (not to exceed 100% vesting); and (CB) the service-vesting conditions for 2013 2015 LTIP Awards shall be waived on a pro rata basis , which pro rata determination will be made by dividing the number of months of service between the grant date and the Executives termination date plus the number of months of consulting services provided under Section 6, above, by the number of months of service that #PageNum# would have been required to vest in such an award; provided. In addition, however, that if the Executive is at least age 55 and has at least five years of service with the Company and Legacy CCE as of the termination date, the months of service used in the numerator for the pro rata determination of the 2014 and 2015 LTIP Awards shall be increased by 12 (not to exceed 100% vesting). Notwithstanding the foregoing, PSUs granted in either 2012 2014 or 2013 2015 shall not automatically satisfy the performance condition to vesting as a result of this paragraph, but must satisfy the performance condition on the basis of actual performance in accordance with the terms of the awards. All option awards that are vested shall remain exercisable for the balance of the original term of the grant.

Termination by the Company for Reasons Other Than for Cause. If the Company terminates the Executive’s employment for reasons other than for Cause during the Term, the Executive shall be entitled to the payments and rights described in this Section 10(b). Provided the Executive is in compliance with the requirements of Section 11 at the time of the relevant payment, the Company shall make the following lump-sum cash payments to the Executive: (i) the amounts described in Section 10(a), (ii) a pro rata MIP Award based on actual results for the year of the Executive’s termination of employment and the number of months of the Executive’s employment in the year, (iii) an amount equal to the Executive’s annual Base Salary plus the amount of the Executive’s most recent target MIP Award, and (iv) in the event such termination occurs prior to December 31, 2013, an amount equal to the Retention Award, with interest through the date of termination of employment. Payments made under clauses (i), (iii) and (iv) of this paragraph shall be made as soon as administratively practicable following the Executive’s termination of employment, but no later than 60 days following the Executive’s termination of employment, subject to any different payment schedule required pursuant to Section 14. Payment under clause (ii) of this paragraph shall be made in March of the year following the year of the Executive’s termination of employment. In addition, provided the Executive complies with the requirements of Section 11, (A) all equity awards that were converted from Legacy CCE equity awards shall be fully vested upon termination; (B) the service-vesting conditions for 2012 LTIP Awards shall be waived on a pro rata basis, which pro rata determination will be made by dividing the number of months of service between the grant date and the date of the Executive’s termination of employment plus the number of months of consulting services credited under Section 6, above, by the number of months of service that would have been required to vest in such award (not to exceed 100% vesting); and (C) the service-vesting conditions for 2013 LTIP Awards shall be waived on a pro rata basis , which pro rata determination will be made by dividing the number of months of service between the grant date and the Executives termination date plus the number of months of consulting services provided under Section 6, above, by the number of months of service that #PageNum# would have been required to vest in such an award; provided, however, that if the Executive is at #PageNum# least age 55 and has at least five years of service with the Company and Legacy CCE as of the termination date, the months of service used in the numerator for the pro rata determination shall be increased by 12 (not to exceed 100% vesting). Notwithstanding the foregoing, PSUs granted in either 2012 or 2013 shall not automatically satisfy the performance condition to vesting as a result of this paragraph, but must satisfy the performance condition on the basis of actual performance in accordance with the terms of the awards. All option awards that are vested shall remain exercisable for the balance of the original term of the grant.