Section #(a) above, or the obligations under this Agreement are accelerated under [Section 4.1(b)] or [Section 4.1(c)] above, the Corporation shall deliver to the TRA Party Representative a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment due to each TRA Party. Such Early Termination Schedule shall become final and binding on all Parties consistent with the procedures described in [Section 2.3(a)]. The date on which the Early Termination Schedule becomes final shall be the “Early Termination Effective Date.”

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If # an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within [[Organization B:Organization]]’s control, or # an Event of Default in which [[Organization B:Organization]] is the Defaulting Party or a Termination Event in which [[Organization B:Organization]] is the Affected Party other than an Event of Default of the type described in [Section 5(a)(iii), (v), (vi), (vii) or (viii)])])])])] of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside [[Organization B:Organization]]’s control), and if [[Organization A:Organization]] would owe any amount to [[Organization B:Organization]] pursuant to [Section 6(d)(ii) and 6(e)])] of the Agreement (any such amount, a “Payment Obligation”), then [[Organization A:Organization]] shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless # [[Organization B:Organization]] gives irrevocable telephonic notice to [[Organization A:Organization]], confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, # as of the date of such election, [[Organization B:Organization]] represents that is not in possession of any material non-public information regarding [[Organization B:Organization]] or the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and # [[Organization A:Organization]] agrees, in its commercially reasonable discretion, to such election, in which case the provisions of [Section 6(d)(ii) and 6(e)])] of the Agreement, as the case may be, shall apply.

Upon Termination. In the event the Company terminates Employee’s employment for Cause in accordance with Section 8, Employee shall receive any payments of Base Salary earned through and including the date of termination (“Termination Payment”).

Distribution upon a Specified Payment Date. If a Participant’s Deferral Election provides for distributions based on the occurrence of a Specified Payment Date, upon such Specified Payment Date, that portion (or all) of the Account which is attributable to such Deferral Election shall be distributed to the Participant in a single lump sum.

Upon the payment of the Early Termination Payment by the Corporation to a TRA Party, the Corporation shall not have any further payment obligations under this Agreement in respect of such TRA Party.

Termination Date. This Plan will continue in effect until midnight on the day before the tenth anniversary of the effective date specified in Section 17.1; provided, however, that Awards granted on or before that date may extend beyond that date.

Termination Date. For purposes of this Agreement, “Termination Date” means, in the case of the Executive’s death, the date of the Executive’s death, and in all other cases, the date specified in the Notice of Termination subject to the following:

Early Termination by Borrowers. Borrowers have the option, at any time upon ten days prior written notice to Agent, to repay all of the Obligations in full and terminate the Commitments. The foregoing notwithstanding, # Borrowers may rescind termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and # Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Early Termination of Option. Notwithstanding anything herein to the contrary, the Administrator may determine in its sole discretion that the Option is terminated as of the date Optionee ceases to be a Service Provider for any reason with regard to any portion of the Option that is not vested as of such date.

Early Voluntary Termination Benefit. If Early Voluntary Termination occurs, the Employer shall pay the Executive the vested portion of the Deferral Account balance. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in [Section 3.1(b)(ii)]. The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period. This will require quarterly reamortization for changes in the Crediting Rate.