Termination of Employment. The term “Termination of Employment” shall mean:

Termination of Employment. Except as otherwise provided in the Plan, including Section 11 (Change in Control Provisions) and [Section 14(d)] thereof, or in this Paragraph 8, if Participant’s employment with the Company or any Subsidiary or Affiliate terminates for any reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited automatically immediately after such termination. Notwithstanding the foregoing, in the event that Participant’s employment terminates as a result of Participant’s death, then the Restricted Stock Units (and any related Dividend Equivalents) will vest to the extent that the Award would have vested if Participant had remained employed for one year following the date of death, and the balance of the Award, if any, shall be forfeited. The Company will process any vesting pursuant to the terms of the immediately preceding sentence within 30 days following its receipt of notice of Participant’s death.

Nothing in the Plan shall be deemed to entitle a Participant to continued employment with ​, and the rights of ​ to terminate the employment of a Participant shall continue as fully as though the Plan were not in effect.

Termination of Employment. If Executive’s employment is terminated by the Corporation without Cause within six (6) months prior to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in [Section 2]. For the purpose of this Agreement, “Cause” means # willful dishonesty involving the Corporation, excluding good faith expense account disputes, # conviction of or entering of a no contest plea to a felony or other crime involving material dishonesty or moral turpitude, # material failure or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # willful violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # Executive’s will violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of interest or similar policies or # illegal drug or substance abuse or addiction by Executive which is not protected by law.

TERMINATION OF EMPLOYMENT. Each Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment with (or service to) the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment or service.

TERMINATION OF EMPLOYMENT. Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Restricted Shares following termination of the Participant's employment with (or service to) the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment or service; provided, however, that, except in the cases of terminations connected with a Change in Control, terminations by reason of death or Disability, and except for Restricted Shares paid to Participants upon SAR exercise, the vesting of Shares of Restricted Stock which qualify for the Performance-Based Exception and which are held by Named Executive Officers shall not occur prior to the time they otherwise would have, but for the employment termination.

Executive agrees that he will forfeit all rights to unpaid compensation under this Agreement (other than earned and unpaid base salary and accrued and vested benefits), and no Consulting Services (as defined below) will be provided by Executive under this Agreement, if Executive’s employment with the Company is terminated prior to the end of the Transition Period by the Company for Cause or by Executive other than following a material breach of this Agreement by the Company which is not cured by the Company within 30 after receiving written notice from Executive of the occurrence of such breach, and other than due to Executive’s termination due to death or physical or mental impairment that renders Executive unable to perform the services required hereunder (“Disability”). For purposes of this Agreement, “Cause” means that # Executive fails to follow the reasonable lawful directions of the CEO of Southern in performing Executive’s duties under this Agreement after notice of such failure is provided to Executive and 30 days elapse following such notice without Executive curing such failure, # Executive materially violates Southern’s Code of Ethics as an employee or comparable principles as a consultant, or # Executive materially violates Section 9, 10 or 11 of this Agreement, unless in each case, Executive promptly cures the event constituting Cause, if capable of cure. If Executive’s employment is terminated by the Company other than due to Cause, or if Executive dies or becomes Disabled before the end of the Transition Period, Executive will be released from any obligation to provide Consulting Services and will be entitled to the following benefits:

Termination of Employment. “Termination of Employment” means a severance of a Participant’s directorship, and all independent contractor relationships, with the Company, each Participating Employer and all Affiliates, for any reason. Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

Termination of Employment. Within 60 days following the Participant’s Termination of Employment, other than on account of death.

Transfers of employment between the Company and an Affiliate, or between Affiliates, will not constitute termination of employment for purposes of any Award.