Termination Occurring During the Change of Control Period. If such termination occurs during the Change of Control Period, then the Partnership shall pay the Employee:

Notwithstanding Executive’s change in position on the Transition Date, during the Transition Period, Executive will continue to be eligible for the same compensation and benefits to which he would have been eligible as Executive Vice President and Chief Financial Officer of Southern, including a base salary at the rate in effect for Executive on the date hereof. For the avoidance of doubt, notwithstanding Executive’s termination of employment effective as of the Separation Date, Executive will be eligible to receive any payout earned with respect to 2021 under the annual cash incentive program in which Executive currently participates based on actual performance for the full performance period (with any personal objectives deemed achieved at no less than 100% of target performance and otherwise consistent with goal funding for the annual cash incentive program), subject to and in accordance with the terms of the applicable annual incentive program (the “Annual Incentive Payment”). For the avoidance of doubt, and subject to the terms and conditions of the applicable plan documents and any award agreements, Executive is currently retiree eligible with respect to # his outstanding Company PSUs and RSUs and # his respective accrued benefits and accounts under the Company’s tax-qualified and non-qualified defined benefit and defined contribution plans and nothing hereunder is intended to affect his entitlements thereunder on or following the Separation Date. Executive may participate in the Company’s retiree medical plan in accordance with the terms of such plan if he timely makes an election to do so in accordance with the terms thereof.

Status During Benefit Period. Commencing upon the date of the participant’s Separation from Service, the participant shall cease to be an employee of the Employer for any purpose. The payment of severance benefits under this Plan shall be payments to a former employee.

Except as otherwise expressly provided in Section 2(b) hereof:

Death During Severance Period. If you die during the Severance Period, any Benefits remaining to be paid to you shall be paid to the beneficiary designated by you to receive those Benefits (or in the absence of designation, to your surviving spouse or next of kin).

Notwithstanding anything contained in this Lease to the contrary, but subject to paragraph # below, in the event that Tenant receives payments in the nature of rent from any subtenant of the Premises with respect to such subtenant’s occupancy of the Premises during the Abatement Period, net of the reasonable, out-of-pocket expenses which Tenant reasonably incurred in connection with procurement of such sublease, amortized on a straight-line basis over the initial term of such sublease (“Abatement Period Sublease Rent”), then Tenant shall pay to Landlord, as additional rent, an amount (each such amount, an “Abatement Period Sublease Payment”) equal to seventy five percent (75%) of the Abatement Period Sublease Rent. Tenant shall pay to Landlord any Abatement Period Sublease Payment within fifteen (15) business days after each date that Tenant receives any installment of Abatement Period Sublease Rent from a subtenant, (and, if there are any such payment(s) received by Tenant under or in connection with the sublease other than a monthly payment which are “disguised”, rental payments as described in [Section 7.4] hereof, such payment(s) shall be included in the Abatement Period Sublease Payment as if payable in equal monthly installments over the term of such sublease). No payments to Tenant shall be deemed to be “disguised” Abatement Period Sublease Rent for purposes of the foregoing where Tenant receives an amount which does not exceed fair market value for furniture, fixtures or other items or services in question. Acceptance by Landlord of any Abatement Period Sublease Payment shall not be deemed to constitute approval by Landlord of any sublease, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall, upon reasonable prior written notice have the right to inspect and audit Tenant’s books and records relating to any sublease, but solely for the limited purpose of verifying the amounts which could reasonably be expected to be due hereunder, and subject to Landlord executing a commercially reasonable confidentiality agreement.

Definition of Change in Control Period. For purposes hereof, “Change in Control Period” shall mean the period commencing three months prior to a Change in Control and ending 12 months after such Change in Control.

Active Change in Control Proposal Period. “Active Change in Control Proposal Period” means any period:

Severance Payments upon Covered Termination During a Change in Control Period. If, during the Term, Executive experiences a Covered Termination during a Change in Control Period, then, in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of the Release that becomes effective and irrevocable in accordance with Section 10(d), provide Executive with the following:

Qualifying Termination or Retirement During Protected Period Following Change in Control. In the event your employment is terminated # by reason of a Qualifying Termination (as defined in [Section 9(c)] of the Plan), or # due to Retirement (as that term is defined under [Section 2(x)(i), (ii), or (iii)])])] of the Plan) whether by the Company or voluntarily, in either case, that does not constitute a Qualifying Termination, and in each case, that occurs during the Protected Period (as defined in [Section 9(a)] of the Plan) following a Change in Control (as defined in [Section 9(b)] of the Plan) and prior to a Vesting Date, as of the date of your termination, you shall be deemed fully vested in the RSUs (and no longer required to hold the Award for one year), and the timing of the settlement of your Award shall be governed by Section 2(b) hereof. Upon your separation from service after a Change in Control during the Protected Period, any RSUs that have not been deemed vested under this Section 2(f) will be canceled and forfeited.