Change of Control/Change in Control. No provision in this Agreement or the Separation Agreement nor any transaction undertaken by either Party in connection with the Distribution shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever, or be deemed a “change of control” or “change in control” for any purpose including for purpose of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the ​ Group or any member of the ​ Group.

resignation of employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;

Change of Control Termination. In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, Employee’s employment is Terminated Without Cause by the Employer or Employee Terminates Employee’s employment for Good Reason (each a “Change of Control Termination”), Employee shall be entitled to receive the payments and benefits specified in this [Section 8]. The date on which the Employer or Employee receives notice in accordance with [Section 15(i)] of a Change of Control Termination shall be deemed the “Change of Control Termination Date”.

Change in Control Termination. "Change in Control Termination" shall have the meaning set forth in Paragraph 2.

Change of Control Termination. [Section 1] of the Option Agreement is hereby amended by the addition of a new paragraph # as follows:

Change of Control Termination. A “Change of Control Termination” shall include termination of the Employee’s employment by the Employee for the following Good Reasons:

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

Change of Control. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any Change of Control.

Change of Control. There occurs any Change of Control.

Change in Control. (i) Any Person (other than one or more members of the Control Group) shall at any time own, directly or indirectly, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of ​ or # a “Change of Control” as defined in the Existing Senior Notes Indentures or any “Change of Control” as defined in any indenture governing indebtedness permitted by [[Section 6.05(e) or 6.05(n)])]])] or any event described with similar terminology thereunder shall occur; or

Change of Control. If a Change of Control occurs after the Grant Date while you continue to be employed and before all of the Units have otherwise vested in accordance with the Vesting Schedule, then the following shall apply:

Change In Control. The Committee may provide for accelerated vesting of any Award upon a Change in Control.

Change in Control. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an “Anticipatory Termination” as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under this Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following the date of the Change in Control, each such Participant shall receive a number of Shares equal to the number of Target Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of Shares equal to the excess, if any, of # the number of Shares that would be payable in accordance with [Section 5] if the Company had achieved the management objectives described in [Section 5].A for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with [Section 5].B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over # the number of Target Shares subject to such Award Opportunity.

Change in Control. In the event a Participant experiences a Separation From Service (other than for cause) within 24 months after a Change in Control, then, to the extent permitted without additional tax or penalty by Section 409A of the Code, such Participant shall receive a distribution of the balances credited to the Participant’s Account which are attributable to amounts credited to the account. See [Section 9(b)(iii)] for the effect of such Separation From Service on deferred Restricted Stock Units.

In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards as of immediately prior to a Change in Control, including any Initial Awards and Annual Awards, provided that the Outside Director continues to be an Outside Director through the date of the Change in Control.

Change in Control. Notwithstanding any provision in this Award to the contrary, if, within the two-year period immediately following the occurrence of a Change in Control, the Participant’s employment is terminated by the Company for any reason other than for Cause or terminated by the Participant for Good Reason, any remaining conditions on forfeiture with respect to the Units shall immediately lapse and the Performance Goals will be deemed satisfied at the target level of performance.

Change in Control. In the event of a Change in Control prior to ​, the following provisions will apply: