Common use of Termination Following Change of Control Clause in Contracts

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve (12) month period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s employment with Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) hereof, as applicable, Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the year in which termination occurs; and (iv) A lump-sum cash payment equal to two (2) times Base Salary; and (v) Continuation of the health benefits provided to Employee and Employee’s covered dependents under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with or without Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The the Accrued Obligations; and (ii) Any any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) A a lump-sum cash payment equal to two and one-half (22.5) times Base Salary, which amount shall be paid on the sixtieth (60th) day following the termination date; and (v) Continuation except as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and Employee’s his covered dependents dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v8(d)(vi) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve (12) month period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s employment with Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) hereof, as applicable, Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two one (21) times the target STI Award for the year in which termination occurs; and (iv) A lump-sum cash payment equal to two (2) times Base Salary; and (v) Continuation of the health benefits provided to Employee and Employee’s covered dependents under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h8(g) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i8(h) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h8(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with or without Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The the Accrued Obligations; and (ii) Any any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) A a lump-sum cash payment equal to two (2) times Base Salary, which amount shall be paid on the sixtieth (60th) day following the termination date; and (v) Continuation except as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and Employee’s his covered dependents dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v8(d)(vi) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with or without Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two (2) times the The target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) A lump-sum cash payment equal to two and one-half (22.5) times Base SalarySalary , which amount shall be paid in a lump sum within ten (10) business days following the closing of such Change of Control; and (v) Continuation Immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) Continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and Employee’s his covered dependents dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v8(c)(vi) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h)0, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with or without Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The the Accrued Obligations; and (ii) Any any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) A a lump-sum cash payment equal to two and one-half (22.5) times Base Salary, which amount shall be paid on the sixtieth (60th) day following the termination date; and (v) Continuation notwithstanding any provision that may exist in any award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and Employee’s his covered dependents dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v8(d)(vi) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with or without Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The the Accrued Obligations; and (ii) Any any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 ½ months following the last day of the fiscal year in which such termination occurs; and (iv) A a lump-sum cash payment equal to two (2) times Base Salary, which amount shall be paid on the sixtieth (60th) day following the termination date; and (v) Continuation notwithstanding any provision that may exist in any award agreement, immediate vesting of any and all Membership Interests previously awarded to the Employee irrespective of type of award; and (vi) continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and Employee’s his covered dependents under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v8(d)(iv) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The Accrued Obligations; and; (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) A lump-sum cash payment equal to two (2) times the The target STI Award for the year in which termination occurs; and, pro-rated for the period the Employee worked prior to such termination provided that the Employee has worked at least 6 months in the fiscal year for which the bonus is payable, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; (iv) A lump-sum cash payment equal to two twenty-four (224) times months of the Employee’s Base Salary, which amount shall be paid in a lump sum within ten (10) business days following the closing of such Change of Control; and (v) Continuation of the health benefits provided to Employee and Employee’s covered dependents under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v) above; and (vi) Immediate vesting of any and all equity or equity-related awards Common Shares, including LTI Awards, previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreementissued. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h8(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve one (121) month year period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s his employment with or without Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two (2) times the The target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) A lump-sum cash payment equal to two (2) times Base SalarySalary , which amount shall be paid in a lump sum within ten (10) business days following the closing of such Change of Control; and (v) Continuation Immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) Continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and Employee’s his covered dependents dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v8(c)(vi) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h)0, Employee shall have no further rights to any compensation or any other benefits under this Agreement.