Upon the occurrence of a [[Organization B:Organization]] Termination Event only, [[Organization B:Organization]] may terminate the right of [[Organization A:Organization]] to use any or all of the ISO Containers. In such event, [[Organization A:Organization]] shall be obligated to deliver the ISO Containers to [[Organization B:Organization]] at a place identified by [[Organization B:Organization]] in the State of Hawai‘i, and shall keep the ISO Containers protected and insured until [[Organization B:Organization]] has obtained full and complete possession thereof free and clear of any claim or Lien (other than a [[Organization B:Organization]] Encumbrance).

Termination Event. As soon as possible and in any event within ten days after the Company knows that any Termination Event has occurred, a statement, signed by an Authorized Officer of the Company, describing such Termination Event and the action which the Company and the members of the Controlled Group propose to take with respect thereto;

The Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that # if the Selling Stockholder terminates this Agreement after the Agent confirms to the Selling Stockholder any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Selling Stockholder shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and # Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

Activity Following Termination. If, within the six-month period following the Key Employee’s termination of employment with the Company, the Company becomes aware that the Key Employee has engaged in Detrimental Activity subsequent to termination, then the Key Employee’s rights with respect to the Grant shall be determined in accordance with any determination by the Committee under this Section 4.

Compensation Following Termination. Except as provided in this Section 4, Executive will not be entitled to any payments or benefits from the Company as a result of the termination of Executive’s employment, regardless of the reason for such termination.

From the date of Executive’s termination of employment with ​, whether by Executive or ​ for any or no reason, and provided that # Executive executes and returns to ​ a separation and release agreement in form and substance satisfactory to ​, in its sole discretion, releasing any and all claims Executive has or may have against ​ at the time of her termination of employment from ​, # Executive is employed as an Executive Vice President of ​ at the time of Executive’s termination of employment with ​, and (iii), except in the event Executive’s employment with ​ is terminated in accordance with applicable laws, rules and regulations due to Executive’s disability, Executive is at least 58 years of age and has served as an Executive Vice President of ​ for at least 5 consecutive years at the time of Executive’s termination of employment with ​ (the “Monthly Payment Requirements”), ​ will pay Executive the Monthly Amount (as defined below) for 24 months following Executive’s termination of employment with ​. ​ shall have no obligation to make any payments of the Monthly Amount if, at the time of Executive’s termination of employment with ​, all of the Monthly Payment Requirements are not satisfied. The “Monthly Amount” shall be an amount equal to # the product of # the amount of Executive’s highest base salary level during the 12 month period immediately prior to her date of termination, multiplied by # 3.36, # divided by 12. Subject to the provisions of Section 24 of this Agreement, the payments of any Monthly Amount due shall be made at the end of each month following Executive’s termination of employment with ​ on ​’s regular monthly payroll date.

From the date of Executive’s termination of employment with ​, whether by Executive or ​ for any or no reason, and provided that Executive executes and returns to ​ a separation and release agreement in form and substance satisfactory to ​, in its sole discretion, releasing any and all claims Executive has or may have against ​ at the time of his termination of employment from ​, ​ will pay Executive the Monthly Amount (as defined below) for twenty-four (24) months following Executive’s termination. The “Monthly Amount” shall be an amount equal to # the product of # the amount of Executive’s highest base salary level during the twelve (12) month period immediately prior to his date of termination, multiplied by # 3.36, # divided by twelve (12). Subject to the provisions of Section 24 of this Agreement, the payments of the Monthly Amount shall be made at the end of each month following Executive’s termination of employment with ​ on ​’s regular monthly payroll date.

OHL and CLIENT agree the amount to be paid to OHL by reason of the total or partial termination of its services by CLIENT for convenience and by OHL for cause pursuant to this Section will include each of the following:

Minimum Exercise Period Following Termination. Unless a California Participant’s employment is terminated for cause (as defined by applicable law, the terms of the Plan or option grant or a contract of employment), in the event of termination of employment of such Participant, such Participant shall have the right to exercise an Option, to the extent that such Participant is entitled to exercise such Option on the date employment terminated, until the earlier of: # at least six months from the date of termination, if termination was caused by such Participant’s death or disability, # at least 30 days from the date of termination, if termination was caused other than by such Participant’s death or disability and # the Option expiration date.

Termination Following Change in Control. Notwithstanding the provisions of subsection # above, if on the date of or during the 24-month period following a Change in Control, either # the Company or the New Company, as applicable, terminates the Participant’s employment other than for Cause, or # the Participant terminates his or her employment for Good Reason (as stated in a written notice to the Company or the New Company, as applicable, which must be provided within 30 days after the occurrence of the event(s) giving rise to such Good Reason, and must set forth such Good Reason in reasonable detail and the expected date of termination, which shall be not more than 30 days after the date of such notice), and the Company or the New Company, as applicable, fails to cure the event(s) giving rise to the claim of Good Reason within such 30-day period, then upon the occurrence of such termination, # all outstanding Options and Stock Appreciation Rights held by such Participant shall become vested and exercisable immediately upon such termination and # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately upon such termination. For purposes of this Section 11(c), with respect to any Performance-Based Awards, such Awards shall be considered to be earned in full at the higher of Target (if applicable) or a multiple of Target (determined by reference to the Award Agreement) based on the level of achievement as of the date of the termination, if such level of achievement is determinable at the time of the termination.