Common use of Termination by the Company Without Cause; Constructive Termination Clause in Contracts

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their terms, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of Control.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of in Control, an amount equal to the target incentive amount under the then applicable short short-term incentive plan for the fiscal year in which the termination occurs occurs, multiplied by (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In Notwithstanding the foregoing, in no event that the Executive’s employment is terminated by the Company without Cause or by may the Executive terminate his employment for Constructive Termination at any time within three (3pursuant to circumstances described in paragraph 7(a)(iii) months before until after a Change in Control occurs. In exchange for and twelve months following as a Change requirement to receive the compensation set forth in Control, then, in addition to the foregoing severance compensation and benefitsthis Section 8(b) of this Agreement, the Executive and Company (and its affiliates) shall receive 100% accelerated vesting on any enter into a general release of claims accrued as of the date thereof in favor of the Company and all outstanding its affiliates within 45 days following the Executive’s “separation of service” as defined in Section 409A of the Code. The form and scope of such release shall be acceptable to the Company optionsand its affiliates, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held approval of which shall not be unreasonably withheld by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their terms, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of ControlCompany and its affiliates.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of in Control, an amount equal to the target incentive amount under the then applicable short short-term incentive plan for the fiscal year in which the termination occurs occurs, multiplied by (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay and provide the applicable percentage of Executive the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18benefits described in Section 6(d) months following as in effect on the Date of Termination. The Company’s obligation , to provide COBRA the extent continued participation is permitted by the terms of such benefit plans and applicable law and if not permitted, monthly cash payments equal to the economic equivalent of continued participation in such benefit plans, until the last monthly payment of the Severance Amount has been paid to the Executive; provided however, with respect to any such benefits (whether provided in-kind to the Executive or through reimbursement of expenses incurred by the Executive) that are subject to Section 409A of the Code, provision of such benefits shall be subject to the Executive making an effective election made in accordance with COBRASection 1.409A-3(i)(1)(iv)(A) of the U.S. Treasury Regulations, the terms of which are incorporated herein by reference. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in of Control and twelve (12) months following a Change in of Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination. Notwithstanding the foregoing, in no event may the Executive terminate his employment for Constructive Termination that have not otherwise vested pursuant to circumstances described in accordance with their terms, such accelerated vesting to occur on the later of (iSection 7(a)(iii) the Date of Termination, or (ii) the date of the until after a Change of Controlin Control occurs.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) consecutive equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve (12) months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their termsTermination, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change in Control. In exchange for and as a requirement to receive the compensation set forth in this Section 8(b) of Controlthis Agreement, the Executive and Company (and its affiliates) shall enter into a general release of claims accrued as of the date thereof in favor of the Company and its affiliates within 45 days following the Executive’s “separation of service” as defined in Section 409A of the Code. The form and scope of such release shall be acceptable to the Company and its affiliates, the approval of which shall not be unreasonably withheld by the Company and its affiliates.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In Notwithstanding the foregoing, in no event that the Executive’s employment is terminated by the Company without Cause or by may the Executive terminate his employment for Constructive Termination at any time within three (3pursuant to circumstances described in paragraph 7(a)(iii) months before until after a Change in Control occurs. In exchange for and twelve months following as a Change requirement to receive the compensation set forth in Control, then, in addition to the foregoing severance compensation and benefitsthis Section 8(b) of this Agreement, the Executive and Company (and its affiliates) shall receive 100% accelerated vesting on any negotiate, in good faith, and all outstanding enter into a general release of claims accrued as of the date thereof in favor of the Company optionsand its affiliates. The form and scope of such release shall be acceptable to the Company and its affiliates, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held approval of which shall not be unreasonably withheld by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their terms, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of ControlCompany and its affiliates.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) consecutive equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve (12) months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their termsTermination, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change in Control. In exchange for and as a requirement to receive the compensation set forth in this Section 8(b) of Controlthis Agreement, the Executive and Company (and its affiliates) shall enter into a general release of claims accrued as of the date thereof in favor of the Company and its affiliates within 45 days following the Executive’s “separation of service” as defined in Section 409A of the Code. The form and scope of such release shall be acceptable to the Company and its affiliates, the approval of which shall not be unreasonably withheld by the Company and its affiliates.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted unitsuits, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their termsTermination, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of Control.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve 12 months of following a Change of in Control, an amount equal to the target incentive amount under the then applicable short short-term incentive plan for the fiscal year in which the termination occurs multiplied by (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) consecutive equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay and provide the applicable percentage of Executive the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18benefits described in Section 6(d) months following as in effect on the Date of Termination. The Company’s obligation , to provide COBRA the extent continued participation is permitted by the terms of such benefit plans and applicable law and if not permitted, monthly cash payments equal to the economic equivalent of continued participation in such benefit plans, until the last monthly payment of the Severance Amount has been paid to the Executive; provided, however, with respect to any such benefits (whether provided in-kind to the Executive or through reimbursement of expenses incurred by the Executive) that are subject to Section 409A of the Code, provision of such benefits shall be subject to the Executive making an effective election made in accordance with COBRASection 1.409A-3(i)(l)(iv)(A) of the U.S. Treasury Regulations, the terms of which are incorporated herein by reference. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve (12) months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their termsTermination, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of in Control.

Termination by the Company Without Cause; Constructive Termination. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination, then the Company shall pay to the Executive an amount equal to the product of (X) the sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if such termination occurs within twelve months of a Change of Control, an amount equal to the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs (Y) multiplied by two (2) (the “Severance Amount”). The Executive shall be paid the Severance Amount in twenty-four (24) equal monthly installments commencing on the first day of the month following the Date of Termination. In addition, the Company shall provide health care continuation coverage benefits to the Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and shall continue to pay the applicable percentage of the medical insurance premium the Company pays for active employees towards Executive’s COBRA coverage during the Executive’s applicable COBRA coverage period not to exceed a maximum of eighteen (18) months following the Date of Termination. The Company’s obligation to provide COBRA benefits to the Executive shall be subject to the Executive making an effective election in accordance with COBRA. In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Constructive Termination at any time within three (3) months before a Change in Control and twelve months following a Change in Control, then, in addition to the foregoing severance compensation and benefits, the Executive shall receive 100% accelerated vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights (under the LTIP or otherwise) held by the Executive as in effect on the Date of Termination that have not otherwise vested in accordance with their termsTermination, such accelerated vesting to occur on the later of (i) the Date of Termination, or (ii) the date of the Change of Control.