Common use of Termination Fee upon Breach or Withdrawal of Approval Clause in Contracts

Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one or two (but not three) of (x) Section 10.1(h)(i) or (ii), (y) Section 10.1(i)(i) or (ii) or (z) Section 10.1(j)(i) or (ii), then: (i) each breaching party shall promptly (but no later than five business days after receipt of notice from the non-breaching party or parties (other than AMW)) pay to the non-breaching party or parties in cash such breaching party's Participation Percentage (as hereinafter defined) of an amount equal to all documented out-of-pocket expenses and fees incurred by the non-breaching party or parties (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement) not in excess of $5 million for any non- breaching party; provided, however, that, if this Agreement is terminated by a party as a result of a willful breach by any other party, each non-breaching party may pursue any remedies available to it at law or in equity and shall, in addition to its documented out-of-pocket expenses and fees (which shall be paid as specified above and shall not be limited to $5 million for any non-breaching party), be entitled to retain such additional amounts as such non- breaching party may be entitled to receive at law or in equity; and (ii) if (A) at the time of a breaching party's willful breach of this Agreement, there shall have been a third party tender offer for shares of, or a third party offer or proposal with respect to a Business Combination involving, such party or any of its Affiliates which at the time of such termination shall not have been rejected by such party and its board of directors or withdrawn by the third party, and (B) within two and one-half years of any termination by a non-breaching party, the breaching party or an Affiliate thereof becomes a Subsidiary of such offeror or a Subsidiary of an Affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or an Affiliate thereof, then such breaching party (jointly and severally with its Affiliates), at the closing (and as a condition to the closing) of such breaching party becoming such a Subsidiary or of such Business Combination, will pay to each non- breaching party (other than AMW) in cash such non-breaching party's Participation Percentage of an additional aggregate fee equal to $25 million, if WPL is the breaching party, $25 million, if IES is the breaching party, or $12.5 million, if Interstate is the breaching party.

Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one or two (but not three) of (x) Section 10.1(h)(i) or (ii), (y) Section 10.1(i)(i) or (ii) or (z) Section 10.1(j)(i) or (ii), then: (i) each breaching party shall promptly (but no later than five business days after receipt of notice from the non-breaching party or parties (other than AMW)) pay to the non-breaching party or parties in cash such breaching party's Participation Percentage (as hereinafter defined) of an amount equal to all documented out-of-of- pocket expenses and fees incurred by the non-breaching party or parties (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement) not in excess of $5 million for any non- non-breaching party; provided, however, that, if this Agreement is terminated by a party as a result of a willful breach by any other party, each non-breaching party may pursue any remedies available to it at law or in equity and shall, in addition to its documented out-of-pocket expenses and fees (which shall be paid as specified above and shall not be limited to $5 million for any non-breaching party), be entitled to retain such additional amounts as such non- non-breaching party may be entitled to receive at law or in equity; and (ii) if (A) at the time of a breaching party's willful breach of this Agreement, there shall have been a third party tender offer for shares of, or a third party offer or proposal with respect to a Business Combination involving, such party or any of its Affiliates which at the time of such termination shall not have been rejected by such party and its board of directors or withdrawn by the third party, and (B) within two and one-half years of any termination by a non-breaching party, the breaching party or an Affiliate thereof becomes a Subsidiary of such offeror or a Subsidiary of an Affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination with such offeror or an Affiliate thereof, then such breaching party (jointly and severally with its Affiliates), at the closing (and as a condition to the closing) of such breaching party becoming such a Subsidiary or of such Business Combination, will pay to each non- non-breaching party (other than AMW) in cash such non-breaching party's Participation Percentage of an additional aggregate fee equal to $25 million, if WPL is the breaching party, $25 million, if IES is the breaching party, or $12.5 million, if Interstate is the breaching party.

Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one or two (but not three) of (x) Section 10.1(h)(i) or (ii), (y) Section 10.1(i)(i) or (ii) or (z) Section 10.1(j)(i) or (ii9.1(b)(i), then: (i) each the breaching party shall promptly (but no not later than five business days after receipt of notice from the non-breaching party or parties (other than AMW)party) pay to the non-breaching party or parties in cash such breaching party's Participation Percentage (as hereinafter defined) of an amount equal to all documented out-of-pocket expenses and fees incurred $10 million in cash, minus any such amounts as may have been previously paid by the non-such breaching party or parties (including, without limitation, fees and expenses payable pursuant to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement) not in excess of $5 million for any non- breaching partySection 9.3; provided, however, that, if this Agreement is terminated by a party as a result of a willful breach by any the other party, each the breaching party shall pay to the non-breaching party may pursue any remedies available to it at law or in equity and shall, in addition to its documented out-of-pocket expenses and fees (which shall be paid as specified above and shall not be limited a fee equal to $5 35 million for in cash, minus any non-breaching party), be entitled to retain such additional amounts as may have been previously paid by such non- breaching party may be entitled pursuant to receive at law or in equity; and this Section 9.3 and (ii) if if (A) at the time of a the breaching party's willful breach of this Agreement, there shall have been a third party tender offer for shares of, or a third party offer or proposal with respect to a Business Combination involving, previously made an Acquisition Proposal involving such party or any of its Affiliates which at (whether or not such Acquisition Proposal shall have been rejected or shall have been withdrawn prior to the time of such termination shall not have been rejected by such party termination) and its board of directors or withdrawn by the third party, and (B) within two and one-half years of any termination by a the non-breaching party, the breaching party or an Affiliate thereof becomes a Subsidiary of such offeror or a Subsidiary of an Affiliate of such offeror or accepts a written offer to consummate or consummates a Business Combination an Acquisition Proposal with such offeror or an Affiliate thereof, then such breaching party (jointly and severally with its Affiliates), upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed then at the closing (and as a condition to the closing) of such breaching party becoming such a Subsidiary or of such Business CombinationAcquisition Proposal, will shall pay to each non- breaching party (other than AMW) in cash such the non-breaching party's Participation Percentage of party an additional aggregate fee equal to $25 million, if WPL is the 58 million in cash minus any such amount as may have been previously paid by such breaching party, $25 million, if IES is the breaching party, or $12.5 million, if Interstate is the breaching partyparty pursuant to this Section 9.3.