Common use of Time for Exercise Clause in Contracts

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth anniversary of the Grant Date. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number of Common Shares subject to Award (as set forth in Paragraph 1(a) above) shall be vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.

Time for Exercise. (a) The Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award will shall become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth fourth anniversary of the Grant DateDate (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $80.43 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, , (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 50100% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (iii) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, that Participant’s employment with the Company and and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for any reason other than by reason of Participant’s resignation without “Good Reason Reason” (each as defined below), or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) in the event of Participant’s death or disability “Disability” (as such term is defined in Section 22(ebelow) and either (A) the Price Performance Standard has been satisfied as of the Codedate of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $60.82 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (dc) In addition to the foregoing, Participant acknowledges and agrees that he is subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 304 of the Plan▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) The Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award will shall become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth fourth anniversary of the Grant DateDate (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, , (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 50100% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (iii) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, that Participant’s employment with the Company and and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for any reason other than by reason of Participant’s resignation without “Good Reason Reason” (each as defined below), or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) in the event of Participant’s death or disability “Disability” (as such term is defined in Section 22(ebelow) and either (A) the Price Performance Standard has been satisfied as of the Codedate of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (dc) In addition to the foregoing, Participant acknowledges and agrees that he is subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 304 of the Plan▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5accordance with the following schedule: (i) 20% increments beginning of the Stock Appreciation Rights will become vested and exercisable on the last day first anniversary of the calendar quarter during which Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date occurs and on (iii) the last day remaining 60% of each subsequent calendar quarter until the Stock Appreciation Rights subject to the Award becomes fully will become vested and exercisable on the last day of the calendar quarter immediately preceding the fifth third anniversary of the Grant Date. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth anniversary of the Grant Date. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company for Cause (as defined below) and (B) at the time of such termination of employment, M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.

Time for Exercise. (a) The Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award will shall become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth fourth anniversary of the Grant DateDate (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $80.43 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, , (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 50100% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (iii) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, that Participant’s employment with the Company and and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for any reason other than by reason of Participant’s resignation without “Good Reason Reason” (each as defined below), or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) in the event of Participant’s death or disability “Disability” (as such term is defined in Section 22(ebelow) and either (A) the Price Performance Standard has been satisfied as of the Codedate of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $60.82 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (dc) In addition to the foregoing, Participant acknowledges and agrees that he is subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 304 of the PlanS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) The Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award will shall become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth fourth anniversary of the Grant DateDate (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, , (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 50100% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (iii) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, that Participant’s employment with the Company and and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for any reason other than by reason of Participant’s resignation without “Good Reason Reason” (each as defined below), or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) in the event of Participant’s death or disability “Disability” (as such term is defined in Section 22(ebelow) and either (A) the Price Performance Standard has been satisfied as of the Codedate of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (dc) In addition to the foregoing, Participant acknowledges and agrees that he is subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 304 of the PlanS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5accordance with the following schedule: (i) 20% increments beginning of the Stock Appreciation Rights will become vested and exercisable on the last day first anniversary of the calendar quarter during which Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date occurs and on (iii) the last day remaining 60% of each subsequent calendar quarter until the Stock Appreciation Rights subject to the Award becomes fully will become vested and exercisable on the last day of the calendar quarter immediately preceding the fifth third anniversary of the Grant Date. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company for Cause (as defined below) and (B) at the time of such termination of employment, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5accordance with the following schedule: (i) 20% increments beginning of the Stock Appreciation Rights will become vested and exercisable on the last day first anniversary of the calendar quarter during which Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date occurs and on (iii) the last day remaining 60% of each subsequent calendar quarter until the Stock Appreciation Rights subject to the Award becomes fully will become vested and exercisable on the last day of the calendar quarter immediately preceding the fifth third anniversary of the Grant Date. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company for Cause (as defined below) and (B) at the time of such termination of employment, M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5accordance with the following schedule: (i) 20% increments beginning on the last day of the calendar quarter during which the Grant Date occurs Stock Appreciation Rights will become vested and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth first anniversary of the Grant Date., (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date and (iii) the remaining 60% of the (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and and (c) Notwithstanding anything herein or in the Plan to the contrary: : (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; ; (ii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan. 3.

Time for Exercise. (a) The Award will become vested and exercisable in quarterly 5% increments beginning on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth anniversary of the Grant Date. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the occurrence of a Change of Control, the vesting of the Award shall be accelerated such that 50% of the aggregate number then unvested portion of Common Shares subject to the Award (as set forth in Paragraph 1(a) above) shall be become vested and exercisable as of the date of the Change of Control; and (c) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company for Cause (as defined below) and (B) at the time of such termination of employment, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or disability (as such term is defined in Section 22(e) of the Code), the Award shall become immediately and fully vested and exercisable. (d) In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.

Time for Exercise. (a) The Award Subject to the provisions of the Plan and the provisions of this Agreement (including the requirement that the Optionee continue to serve as an employee of, or consultant, advisor or other service provider to, the Company on the dates set forth below), the Option will become vested and be exercisable in quarterly 5% increments beginning accordance with the following schedule, provided that the Optionee has not incurred a Termination of Employment or Service prior to the applicable lapse date: (i) on the last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth first anniversary of the Grant Date, the Option will vest with respect to, and may be exercised for up to, ______ percent (____%) of the Common Units subject to the Option; and (ii) on each succeeding anniversary of the Grant Date, the Option will vest with respect to, and may be exercised for up to, an additional ______ percent (____%) of the Common Units subject to the Option, so that on the ____ anniversary of the Grant Date the Option shall be fully vested and exercisable in full. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If the Optionee incurs a Termination of Employment or Service for any reason, the Option shall not continue to vest after such Termination of Employment or Service. (b) Notwithstanding anything herein or in the Plan any other provision of this Agreement to the contrary, upon the occurrence of a Change of in Control, the vesting of Option shall become fully exercisable immediately prior to the Award shall be accelerated such that 50% of the aggregate number of Common Shares subject to Award (as set forth in Paragraph 1(a) above) shall be vested and exercisable as of the date occurrence of the Change in Control provided that the Optionee has not incurred a Termination of Employment or Service and continues to be employed by the Company or an Affiliate immediately prior to the occurrence of such Change in Control; and (c) Notwithstanding anything herein . For purposes of this Agreement, the term "Change in Control" shall have the meaning ascribed to such term in any written employment agreement between the Optionee and the Company, as the same may be amended or modified from time to time, or if the Optionee is not a party to any such written employment agreement, then the term "Change in Control" shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the Plan to the contrary: following events: (i) the consummation of any sale or other disposition, made by the then current Members (as that term is defined in the event thatCompany Agreement) determined immediately before such sale or other disposition, of all or substantially all of the issued Units (xas that term is defined in the Company Agreement) within after which such Persons do not Control, directly or indirectly, the 90-day period immediately preceding a Change in Control Company; or (yii) at any time following a Change the sale or other disposition of Control, Participant’s employment with substantially all of the assets of the Company and its Subsidiaries to any Person (or their respective successorsgroup of Persons acting together) which is terminated for any reason other than not Controlled, directly or indirectly, by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of Persons who comprise the Members immediately prior to such termination sale or other disposition. For purposes of employment; this Agreement, the term "Control" means, with respect to any Person, (i) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of such Person, and (ii) in the event right to direct the management or operations of Participant’s death such Person, directly or disability indirectly, whether through the ownership (as such term is defined in Section 22(edirectly or indirectly) of securities, by contract or otherwise, and the Code), the Award shall become immediately terms "controlling" and fully vested and exercisable. (d) In addition "controlled" have meanings correlative to the foregoing. For the avoidance of doubt, subject to Paragraph 6 belowan issuance of Units by the Company, in the event as part of a financing transaction or otherwise, shall not constitute a Change of in Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 13 of the Plan.