Common use of Terminations in Connection with a Change in Control Clause in Contracts

Terminations in Connection with a Change in Control. The Term shall terminate automatically in the event and at the time that both there is a Change in Control and either (A) Employee elects to terminate his employment with Employer within one year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one year after the Change in Control for any reason other than those set forth in Sections 13(a), (b) and (c). (i) In the event of a termination of the Term under this Section 13(e): (A) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying (1) the sum of the annual Base Salary rate in effect at the time of the termination of the Term and the annual Bonus target in effect at the time of such termination by (2) two; (B) all outstanding stock options and other incentive awards issued by the CyrusOne Group to Employee that are not vested and exercisable at the time of the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination of the Term or (2) the end of the Severance Period) and the restrictions applicable to all outstanding restricted stock issued by the CyrusOne Group to Employee shall lapse upon the termination of the Term; (C) an amount equal to the sum of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable by Employer at the same time and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g); (E) for the remainder of the Severance Period, Employer shall continue to provide Employee with medical, dental, vision and group term life coverage comparable to the medical, dental, vision and group term life coverage in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Period. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments).

Terminations in Connection with a Change in Control. The Term shall terminate automatically in In the event and at the time that both there is both a Change in Control and either (A) Employee elects to terminate terminates his employment with Employer for Good Reason within one (1) year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one (1) year after the Change in Control for any reason other than those set forth Employee’s Terminating Disability or death or for Cause, then, in Sections 13(a), (b) and (c).addition to Employee’s right to receive the Accrued Obligations: (i) In the event of a termination of the Term under this Section 13(e): (Aa) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g)5, Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying two (12) times the sum of the (i) a full year of Employee’s annual Base Salary at the rate in effect at the time of the such termination of the Term and the (ii) Employee’s annual Bonus target in effect at the time of such termination by (2) twoin both cases without regard to any decrease in Base Salary or Bonus target that constituted Good Reason); (Bb) (i) all outstanding stock options and other outstanding long-term incentive awards (other than restricted stock or restricted stock units) issued by the CyrusOne Group to Employee that are not with vesting based only on continued service for a period of time shall become vested and exercisable at (to the time extent not already so vested) as of the immediately before such termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1A) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term or award and (2B) the end of the Severance Period), (ii) and the restrictions applicable to all outstanding any restricted stock or restricted stock units issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon the termination become vested as of immediately before such termination, and (iii) any outstanding equity incentive awards pursuant to which earning any portion of the Term;award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; and (Cc) an amount equal to Employer will (i) pay or reimburse Employee’s premium payments for continued health, dental and vision coverage under Employer’s group health plan under COBRA that exceed the sum active employee rate, if Employee timely elects and remains eligible for COBRA coverage, until the earlier of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary the date that Employee becomes eligible for other group health plan coverage, and annual Bonus target had neither increased nor decreased after such termination, shall be payable (ii) pay Employee as additional severance as set forth in Section 3(a) a single lump sum determined by Employer at the same time as adequate to convert and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to continue Employer’s receipt of Employee’s executed and irrevocable release group life coverage as provided in Section 13(g); (E) an individual policy for the remainder of the Severance Period, . Employer shall continue to provide Employee with medical, dental, vision will include the COBRA payments and group term life coverage comparable to the medical, dental, vision and group term life coverage insurance payment in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Periodtaxable income. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments).

Terminations in Connection with a Change in Control. The Term shall terminate automatically in the event and at the time that both there is both a Change in Control and either (A) Employee elects to terminate his employment with Employer for Good Reason within one (1) year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one (1) year after the Change in Control for any reason other than those set forth in Sections 13(a9(a), (b), (c) and (cf). (i) In the event of a termination of the Term under this Section 13(e9(e): (A) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g9(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying three (13) times the sum of the (i) a full year of Employee’s annual Base Salary at the rate in effect at the time of the termination of the Term and the (ii) Employee’s annual Bonus target in effect at the time of such termination by (2) twoin both cases without regard to any decrease in Base Salary or Bonus target that constituted Good Reason); (B) (a) all outstanding stock options and other outstanding long-term incentive awards (other than restricted stock or restricted stock units) issued by the CyrusOne Group to Employee that are not with vesting based only on continued service for a period of time shall become vested and exercisable at (to the time extent not already so vested) as of immediately before the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term or award and (2) the end of the Severance Period), (b) and the restrictions applicable to all outstanding any restricted stock or restricted stock units issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon become vested as of immediately before the termination of the Term, and (c) any outstanding equity incentive awards pursuant to which earning any portion of the award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; (C) an amount equal to Employer will (a) pay or reimburse Employee’s premium payments for continued health, dental and vision coverage under Employer’s group health plan under COBRA that exceed the sum active employee rate, if Employee timely elects and remains eligible for COBRA coverage, until the earlier of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if the date that Employee becomes eligible for other group health plan coverage, and (b) pay Employee as additional severance as set forth in Section 9(e)(i)(A) a single lump sum determined by Employer as adequate to convert and continue Employer’s group life coverage as an individual policy for the Severance Period. Employer will include the COBRA payments and life insurance payment in Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable by Employer at the same time and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term;taxable income; and (D) Employer shall pay Employee an amount equal to the sum Bonus that Employee otherwise would have earned for the calendar year that includes the date of (1) termination had no such termination of employment occurred, based on actual achievement of the applicable performance goals for such year and prorated for the number of days Employee was employed by Employer during the year of termination, less any forfeitable benefits portion of Employee under any qualified (i.e.such Bonus previously paid, qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member payable as and when annual incentives are paid to the senior executives of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g); (E) for the remainder of the Severance Period, Employer shall continue to provide Employee with medical, dental, vision and group term life coverage comparable to the medical, dental, vision and group term life coverage in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance PeriodGroup. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii9(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments). Parachute Payments will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to Section 409A of the Code (“Section 409A”); provided that, in no event may the Parachute Payments be reduced in a manner that would subject Employee to additional taxation under Section 409A. Notwithstanding the foregoing, prior to reducing any Parachute Payments, Employer agrees that it will, in good faith, consider taking reasonable actions to mitigate the imposition of the Excise Tax that are requested by Employee, including, but not limited to, reasonably accelerating the timing of any payment, distribution, benefits and entitlements payable to Employee.

Terminations in Connection with a Change in Control. The Term shall terminate automatically in In the event and at the time that both there is both a Change in Control and either (A) Employee elects to terminate his terminates her employment with Employer for Good Reason within one (1) year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one (1) year after the Change in Control for any reason other than those set forth Employee’s Terminating Disability or death or for Cause, then, in Sections 13(a), (b) and (c).addition to Employee’s right to receive the Accrued Obligations: (i) In the event of a termination of the Term under this Section 13(e): (Aa) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g)5, Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying two (12) times the sum of the (i) a full year of Employee’s annual Base Salary at the rate in effect at the time of the such termination of the Term and the (ii) Employee’s annual Bonus target in effect at the time of such termination by (2) twoin both cases without regard to any decrease in Base Salary or Bonus target that constituted Good Reason); (Bb) (i) all outstanding stock options and other outstanding long-term incentive awards (other than restricted stock or restricted stock units) issued by the CyrusOne Group to Employee that are not with vesting based only on continued service for a period of time shall become vested and exercisable at (to the time extent not already so vested) as of the immediately before such termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1A) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term or award and (2B) the end of the Severance Period), (ii) and the restrictions applicable to all outstanding any restricted stock or restricted stock units issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon the termination become vested as of immediately before such termination, and (iii) any outstanding equity incentive awards pursuant to which earning any portion of the Term;award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; and (Cc) an amount equal to Employer will (i) pay or reimburse Employee’s premium payments for continued health, dental and vision coverage under Employer’s group health plan under COBRA that exceed the sum active employee rate, if Employee timely elects and remains eligible for COBRA coverage, until the earlier of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary the date that Employee becomes eligible for other group health plan coverage, and annual Bonus target had neither increased nor decreased after such termination, shall be payable (ii) pay Employee as additional severance as set forth in Section 3(a) a single lump sum determined by Employer at the same time as adequate to convert and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to continue Employer’s receipt of Employee’s executed and irrevocable release group life coverage as provided in Section 13(g); (E) an individual policy for the remainder of the Severance Period, . Employer shall continue to provide Employee with medical, dental, vision will include the COBRA payments and group term life coverage comparable to the medical, dental, vision and group term life coverage insurance payment in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Periodtaxable income. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments).

Terminations in Connection with a Change in Control. The Term shall terminate automatically in the event and at the time that both there is a Change in Control and either (A) Employee elects to terminate his employment with Employer within one year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one year after the Change in Control for any reason other than those set forth in Sections 13(a), (b) and (c). (i) In the event of a termination of the Term under this Section 13(e): (A) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying (1) the sum of the annual Base Salary rate in effect at the time of the termination of the Term and the Employee’s annual Bonus target in effect at the time of such termination by (2) two; (Ba) all outstanding stock options options, restricted stock and other incentive awards issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time that are not vested and exercisable at the time of the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term award or (2) the end of the Severance Period), (b) and the restrictions applicable to all outstanding restricted stock issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon the termination of the Term;, and (c) any outstanding equity incentive awards pursuant to which earning any portion of the award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; and (C) an amount equal to Employer will (a) pay or reimburse Employee’s premium payments for continued health, dental and vision coverage under Employer’s group health plan under COBRA that exceed the sum active employee rate, if Employee timely elects COBRA coverage, until the earlier of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if or the Term had not terminateddate that Employee becomes eligible for other group health plan coverage, plus and (2b) any pay Employee as additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable severance as set forth in Section 13(e)(i)(A) a single lump sum determined by Employer at the same time as adequate to convert and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to continue Employer’s receipt of Employee’s executed and irrevocable release group life coverage as provided in Section 13(g); (E) an individual policy for the remainder of the Severance Period, . Employer shall continue to provide Employee with medical, dental, vision will include the COBRA payments and group term life coverage comparable to the medical, dental, vision and group term life coverage insurance payment in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Periodtaxable income. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments). Parachute Payments will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to Section 409A of the Code.

Terminations in Connection with a Change in Control. The Term shall terminate automatically in the event and at the time that both there is a Change in Control and either (A) Employee elects to terminate his employment with Employer within one year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one year after the Change in Control for any reason other than those set forth in Sections 13(a), (b) and (c). (i) In the event of a termination of the Term under this Section 13(e): (A) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying (1) the sum of the annual Base Salary rate in effect at the time of the termination of the Term and the Employee’s annual Bonus target in effect at the time of such termination by (2) two; (B) (a) all outstanding stock options and other incentive awards issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time that are not vested and exercisable at the time of the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term award or (2) the end of the Severance Period), (b) and the restrictions applicable to all outstanding restricted stock issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon the termination of the Term, and (c) any outstanding equity incentive awards pursuant to which earning any portion of the award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; (C) if applicable, an amount equal to the sum of (1) any forfeitable unvested benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)401(k) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable by Employer at the same time and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plansplan) to Employee in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g);; and (ED) for the remainder of the Severance Period, Employer shall continue to provide Employee with medical, dental, vision and group term life coverage comparable to the medical, dental, vision and group term life coverage in effect for Employee immediately prior to the termination of the Term will (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to a) pay or reimburse Employee’s COBRA premium payments for continued health, dental and vision coverage under Employer’s group health and dental coverage. To plan under COBRA that exceed the extent that Employee would have been eligible for any post-retirement medicalactive employee rate, dental, vision or group term life benefits from Employer if Employee had continued in employment through timely elects COBRA coverage, until the earlier of the end of the Severance PeriodPeriod or the date that Employee becomes eligible for other group health plan coverage, and (b) pay Employee as additional severance as set forth in Section 13(e)(i)(A) a single lump sum determined by Employer shall provide such post-retirement benefits as adequate to Employee after the end of convert and continue Employer’s group life coverage as an individual policy for the Severance Period. Employer will include the COBRA payments and life insurance payment in Employee’s taxable income. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments). Parachute Payments will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to Section 409A of the Code.

Terminations in Connection with a Change in Control. The Term shall terminate automatically in the event and at the time that both there is a Change in Control and either (A) Employee elects to terminate his her employment with Employer for Good Reason within one year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one year after the Change in Control for any reason other than those set forth in Sections 13(a9(a), (b) and (c). (i) In the event of a termination of the Term under this Section 13(e9(e): (A) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g9(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying (1) the sum of the (i) a full year of Employee’s annual Base Salary at the rate in effect at the time of the termination of the Term and the (ii) Employee’s annual Bonus target in effect at the time of such termination (in both cases without regard to any decrease in Base Salary or Bonus target that constituted Good Reason) by (2) two; (B) (a) all outstanding stock options and other incentive awards issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time that are not vested and exercisable at the time of the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term award or (2) the end of the Severance Period), (b) and the restrictions applicable to all outstanding restricted stock issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon the termination of the Term;, and (c) any outstanding equity incentive awards pursuant to which earning any portion of the award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; and (C) an amount equal to Employer will (a) pay or reimburse Employee’s premium payments for continued health, dental and vision coverage under Employer’s group health plan under COBRA that exceed the sum active employee rate, if Employee timely elects and remains eligible for COBRA coverage, until the earlier of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if or the Term had not terminateddate that Employee becomes eligible for other group health plan coverage, plus and (2b) any pay Employee as additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable severance as set forth in Section 9(e)(i)(A) a single lump sum determined by Employer at the same time as adequate to convert and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to continue Employer’s receipt of Employee’s executed and irrevocable release group life coverage as provided in Section 13(g); (E) an individual policy for the remainder of the Severance Period, . Employer shall continue to provide Employee with medical, dental, vision will include the COBRA payments and group term life coverage comparable to the medical, dental, vision and group term life coverage insurance payment in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Periodtaxable income. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii9(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments). Parachute Payments will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to Section 409A of the Code.

Terminations in Connection with a Change in Control. The Term shall If your employment by the Company and its subsidiaries is terminated by the Company or its subsidiaries without Cause, or if you voluntarily terminate automatically your employment for Good Reason, or if you die or become disabled, in each case within the event and at three (3) month period immediately prior to or the time that both there is twelve (12) month period commencing on a Change in Control and either (A) Employee elects to terminate his employment with Employer within one year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one year after the Change in Control for any reason other than those set forth in Sections 13(adefined below), and if you provide the Company with a signed customary and reasonable general release of all claims against the Company and its affiliates in a form acceptable to the Company, then in lieu of the severance benefits described in the preceding paragraph, the Company or one of its subsidiaries shall provide you (bor your estate) and with continuation of your base salary for a period of twelve (c). (i12) In months after your termination date at the event of a rate in effect immediately prior to your termination of the Term under this Section 13(e): (A) on the date which is sixty (60) days after Employee’s termination employment, less applicable withholdings, and payment of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying lesser of (1a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments pursuant to the Company or such subsidiary’s normal and customary payroll procedures; provided, however, that for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus; provided further, however, that to the extent required to comply with Section 409A of the Code, if you are deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, you agree that the installments due to you under this paragraph in connection with a termination of your employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. The Company or one of its subsidiaries shall also pay the group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser of (i) twelve (12) months from the date of your termination of employment, or (ii) the sum date upon which you and your covered dependents are covered by similar plans of a new employer. Finally, if not otherwise provided for in the annual Base Salary rate relevant plan or option agreement (in effect at which case the time of the termination of the Term relevant plan or option agreement terms shall apply), your then outstanding options shall immediately accelerate and the annual Bonus target in effect at the time of such termination by (2) two; (B) all outstanding stock options and other incentive awards issued by the CyrusOne Group to Employee that are not vested and exercisable at the time of the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before for that number of shares subject thereto with respect to which such options would have become vested and exercisable over the termination succeeding twelve (12) month period based solely on the passage of the Term or (2) the end time and your performance of the Severance Period) and the restrictions applicable to all outstanding restricted stock issued by the CyrusOne Group to Employee shall lapse upon the termination of the Term; (C) an amount equal to the sum of (1) any forfeitable benefits of Employee under any nonqualified services (i.e., not qualified under Code Section 401(a)you will receive twelve (12) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable by Employer at the same month accelerated vesting on your time and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g); (E) for the remainder of the Severance Period, Employer shall continue to provide Employee with medical, dental, vision and group term life coverage comparable to the medical, dental, vision and group term life coverage in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Period. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Paymentsvesting options).

Terminations in Connection with a Change in Control. The Term shall terminate automatically in the event and at the time that both there is a Change in Control and either (A) Employee elects to terminate his employment with Employer within one year after the Change in Control as a result of Constructive Termination or (B) Employee’s employment with Employer is actually terminated by Employer within one year after the Change in Control for any reason other than those set forth in Sections 13(a), (b) and (c). (i) In the event of a termination of the Term under this Section 13(e): (A) on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to Employer’s receipt of Employee’s executed and irrevocable release as provided in Section 13(g), Employer shall pay Employee in a lump sum cash payment an amount equal to the product obtained by multiplying (1) the sum of the annual Base Salary rate in effect at the time of the termination of the Term and the Employee’s annual Bonus target in effect at the time of such termination by (2) two; (B) (a) all outstanding stock options and other incentive awards issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time that are not vested and exercisable at the time of the termination of the Term shall become immediately vested and exercisable (and Employee shall be afforded the opportunity to exercise them until the earlier of (1) the latest date, determined in accordance with the terms of such stock options or awards, that would apply if such stock options or awards had become vested and exercisable immediately before the termination expiration date of the Term award or (2) the end of the Severance Period), (b) and the restrictions applicable to all outstanding restricted stock issued by the CyrusOne Group to Employee with vesting based only on continued service for a period of time shall lapse upon the termination of the Term;, and (c) any outstanding equity incentive awards pursuant to which earning any portion of the award or vesting in the award depends on performance shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements; and (C) an amount equal to Employer will (a) pay or reimburse Employee’s premium payments for continued health, dental and vision coverage under Employer’s group health plan under COBRA that exceed the sum active employee rate, if Employee timely elects COBRA coverage, until the earlier of (1) any forfeitable benefits of Employee under any nonqualified (i.e., not qualified under Code Section 401(a)) pension, profit sharing, savings or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if or the Term had not terminateddate that Employee becomes eligible for other group health plan coverage, plus and (2b) any pay Employee as additional vested benefits which would have accrued for Employee under any nonqualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be payable severance as set forth in Section 13(e)(i)(A) a single lump sum determined by Employer at the same time as adequate to convert and in the same manner as such benefits would have been paid under such plan or plans had such benefits become vested and accrued under such plan or plans at the time of the termination of the Term; (D) an amount equal to the sum of (1) any forfeitable benefits of Employee under any qualified (i.e., qualified under Code Section 401(a)) pension, profit sharing, 401(k) or deferred compensation plan of any member of the CyrusOne Group which would have vested prior to the end of the Severance Period if the Term had not terminated, plus (2) any additional vested benefits which would have accrued for Employee under any qualified defined benefit pension plan if the Term had not terminated prior to the end of the Severance Period and if Employee’s annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall be paid by Employer from its general assets (and not under such plan or plans) in one lump sum on the date which is sixty (60) days after Employee’s termination of employment with Employer, subject to continue Employer’s receipt of Employee’s executed and irrevocable release group life coverage as provided in Section 13(g); (E) an individual policy for the remainder of the Severance Period, . Employer shall continue to provide Employee with medical, dental, vision will include the COBRA payments and group term life coverage comparable to the medical, dental, vision and group term life coverage insurance payment in effect for Employee immediately prior to the termination of the Term (with the cost of such benefits shared between Employee and Employer on a basis comparable to the cost-sharing of such benefits immediately prior to the termination of the Term), provided, however, that, with respect to benefits covered by COBRA, the Employer may instead elect to pay or reimburse Employee’s COBRA payments for continued health and dental coverage. To the extent that Employee would have been eligible for any post-retirement medical, dental, vision or group term life benefits from Employer if Employee had continued in employment through the end of the Severance Period, Employer shall provide such post-retirement benefits to Employee after the end of the Severance Periodtaxable income. (ii) Notwithstanding any other provision in this Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 13(e)(ii) would be payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (taking into account the Excise Tax payable in respect of such Parachute Payments). Parachute Payments will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to Section 409A of the Code.