Common use of Upon a Change in Control Clause in Contracts

Upon a Change in Control. (a) If a Change in Control occurs and, at any time during the twelve (12) month period following such Change in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the Employee resigns employment for Good Reason the Employee shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law: (i) the Accrued Obligations together with any rights under the Company's employee benefit plans; (ii) a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 5.1(c) - (e) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation); (iii) continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and (iv) treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements. The payments and benefits provided in paragraph 10.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein). (b) For purposes of this Section 10.2, "Good Reason" means any of the following events, unless the Employee gives his/her express written consent thereto:

Upon a Change in Control. (ai) If a Change in Control occurs of GMCR should occur after the Effective Date and, at any time during the within twelve (12) month period months following such Change in Control, either (i) there occurs a termination of the EmployeeCompany terminates the Executive's employment by the Company, other than for Cause, Cause or (ii) the Employee resigns Executive terminates his employment for Good Reason Reason, then, in addition to any payments and other benefits to which the Employee Executive is entitled in accordance with Section 5(d) or Section 5(e) hereof, the GMCR Board shall be entitled to receive as full and sole compensation in discharge cause any portion of the Company's obligations Option, and any portion of any other option granted the Executive by the GMCR Board during his employment hereunder, in either case that remains unvested (and has not been exercised or cancelled and has not expired) on the Termination Date to vest on that Date (in the aggregate, the "Accelerated Options") and, provided that the Executive signs and returns to the Employee under statueCompany a timely and effective Release of Claims, this Agreement the Accelerated Options shall become and common law: remain exercisable from the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Company until the expiration of three (i3) months from the Accrued Obligations together with any rights under the Company's employee benefit plans;Termination Date. (ii) a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior Notwithstanding anything to the Change contrary contained in Control); plus one (1) additional month of Base Salary for each full year of service after this Agreement or the third (3rd) full year of service (running from ERA, the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, payments and other benefits to which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 5.1(c) - (e) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will Executive would be paid to the Employee entitled in accordance with applicable employment standards legislation); Section 5(d) or Section 5(e) and Section (iiig)(i) continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and (iv) treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements. The payments and benefits provided in paragraph 10.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution hereof as a result of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control shall be less than reduced to the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, maximum amount for which the Company will provide not be limited in its deduction pursuant to section 280G of the Employee with Internal Revenue Code of 1986, as amended, or any successor provision. Any such statutory entitlements reduction shall be applied to the amounts due under Section 5(d) or Section 5(e) and Section (g)(i) as the Executive may reasonably determine or, if the Executive fails to make such determination within the time specified by the GMCR Board in substitution for the Employee’s entitlements herein)exercise of its reasonable judgment, then as the Company shall reasonably determine. (biii) For purposes A Change in Control of GMCR shall be deemed to take place if hereafter (A) any "Person" or " group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Act), other than GMCR or any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of GMCR or one of its Affiliates, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Act), directly or indirectly, in one or a series of transactions, of securities representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the GMCR Board and after the event a majority of the GMCR Board is not comprised of directors who were such immediately prior to the event; (B) any merger or consolidation involving GMCR and after the event a majority of the GMCR Board is not comprised of directors of GMCR who were such immediately prior to the event; or (C) there occurs a closing of a sale or other disposition by GMCR of all or substantially all of the assets of GMCR other than to one or more of GMCR's Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of GMCR or any of its Affiliates. (iv) The Company shall promptly reimburse the Executive for the amount of all reasonable attorneys' fees and expenses incurred by the Executive in seeking to obtain or enforce any right or benefit provided the Executive under this Section 10.2, "Good Reason" means any of the following events, unless the Employee gives his/her express written consent thereto:5(g).

Upon a Change in Control. (ai) If a Change in Control occurs, on the date of such Change in Control fifty-percent (50%) of any stock options or shares of restricted stock of the Company previously granted or issued to the Executive that are outstanding and unvested as of the date of the Change in Control shall become vested, exercisable and, in the case of shares of restricted stock, no longer subject to forfeiture, provided that the Executive is employed by the Company on the date of such Change in Control. (ii) If a Change in Control occurs and, at any time during the twelve and within eighteen (1218) month period months following such Change in Control, either (i) there occurs a termination of the Employee's Company terminates the Executive’s employment by the Company, other than for Cause, or (ii) the Employee resigns Executive terminates his/her employment as a result of a Compensation Reduction or for Good Reason the Employee shall be entitled (as defined herein), then, in lieu of any payments to receive as full and sole compensation in discharge or on behalf of the Company's obligations Executive under Section 5(d) or 5(e) hereof, but in addition to any Final Compensation due to the Employee under statueExecutive, this Agreement and common law: the Company shall provide the Executive the following (iin the aggregate, the “Change in Control Severance Benefits”): (A) the Accrued Obligations together with any rights under Company shall pay to the Company's employee benefit plans; (ii) a Executive in one lump sum cash payment, less applicable withholdings, an amount equal to: to (x) eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at on the termination date orof termination, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1y) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus higher of (I) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (II) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; (B) subject to the last sentence of Section 5(d), the Company shall also, until the conclusion of a period of eighteen (18) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms; (C) any (x) outstanding unvested options granted or issued to the Executive as of the date of the Change in Control shall become vested and shall be exercisable for ninety (90) days following termination of the Executive’s employment occursand (y) shares of unvested restricted stock of the Company granted or issued to the Executive as of the date of the Change in Control shall become vested and no longer subject to forfeiture; and (D) the Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, which after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. (iii) In the Parties agree event that it is determined that any payment or benefit provided by the Company or any of its Affiliates to or for the benefit of Executive, either under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any successor provision(s) (“Section 4999”), the payments or benefits otherwise payable will be automatically reduced to the extent necessary so that such excise tax shall fully satisfy not be applicable. The specific payments to be reduced for this purpose will be determined at the Company’s discretion, but reductions shall first be applied to payments that are in the form of cash payments (rather than accelerated vesting of equity-based grants). Determinations under this Section 5(g)(iii) will be made by an accounting firm engaged by the Company (the “Firm”). The determinations of the Firm will be binding upon the Company and Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. (iv) For the purpose of this Section 5(g), a “Change in Control” shall mean: (A) the acquisition by any Short Term Bonus entitlements Organization of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or obligations more of the common stock of the Company; provided, however, that for purposes of this subsection (A), an acquisition shall not constitute a Change in Control if it is: (x) by a Benefit Plan sponsored or maintained by the Company or an entity controlled by the Company or (y) by an entity pursuant to a transaction that complies with clauses (x), (y) and (z) of subsection (C) of this Section 5.1(c5(g)(iv); or (B) - individuals who, as of January 25, 2017, constitute the Board (ethe “Incumbent Board”) hereof, payable on cease for any reason to constitute at least a majority of the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (Board; provided, however, that any statutory entitlements will individual becoming a director subsequent to January 25, 2017 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (or a majority of the members of a nominating committee who are members of the Incumbent Board) shall be paid treated as a member of the Incumbent Board unless he or she assumed office as a result of an actual or threatened election contest with respect to the Employee in accordance with applicable employment standards legislation); election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Organization other than the Board; or (iiiC) continuation consummation of any employee benefit plans for a merger or consolidation involving the minimum period (if any) required under applicable employment standards legislation; and (iv) treatment Company, or a sale or other disposition of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements. The payments and benefits provided in paragraph 10.2(a)(ii), to the extent in excess all or substantially all of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour assets of the Company. For certainty, (a “transaction”) in no each case shall unless, immediately following such transaction, (x) the Employee’s entitlements on termination following a Change in Control be less than beneficial owners of the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, common stock of the Company will provide the Employee with outstanding immediately prior to such statutory entitlements in substitution for the Employee’s entitlements herein). (b) For purposes of this Section 10.2transaction beneficially own, "Good Reason" means any directly or indirectly, more than 50% of the following eventscombined voting power of the outstanding voting securities of the entity resulting from such transaction (including, unless without limitation, an entity which as a result of such transaction owns the Employee gives his/her express written consent thereto:Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (y) no Organization (excluding any entity resulting from such transaction or any Benefit Plan of the Company or such entity resulting from such transaction) beneficially owns, directly or indirectly, 50% or more of

Upon a Change in Control. (a) If a Change in Control occurs and, at any time during the twelve (12) month period following such Change in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the Employee resigns employment for Good Reason the Employee shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law: (i) the Accrued Obligations together with any rights under the Company's employee benefit plans; (ii) a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 5.1(c) - (e4.1(c) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation); (iii) continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and (iv) treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements. The payments and benefits provided in paragraph 10.2(a)(ii9.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employee with such statutory entitlements in substitution for the Employee’s entitlements herein). (b) For purposes of this Section 10.2, "Good Reason" means any of the following events, unless the Employee gives his/her express written consent thereto: