Common use of 409A Change in Control Clause in Contracts

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Date, the Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Units, less any previously Earned Units, shall be deemed to be Earned Units and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any Performance Units that are not Earned Units shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units hereinafter called an "Alternative Performance Units"), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units solely due to such event, provided that, such Alternative Performance Units must meet the following criteria: (i) Each Alternative Performance Unit must be based on stock that is traded on an established securities market, or that will be so traded within 30 days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance Units, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Control; (iii) The Alternative Performance Unit must have economic value substantially equivalent to the value of each Performance Unit (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable; (vi) The Alternative Performance Units shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units less any Performance Units previously earned for a completed Applicable Performance Period, which together with Earned Units previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned Units, shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business days after such termination date. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Date, the Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance UnitsShares, less any previously Earned UnitsShares, shall be deemed to be Earned Units Shares and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units Shares shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; , provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any Performance Units Shares that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "“Alternative Performance Units"Share”), by Participant's ’s employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units Shares solely due to such event, provided that, such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that is traded on an established securities market, or that will be so traded within 30 days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Control; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable; (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years twelve (12) months following the 409A Change in Control and prior to the Final Certification Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for Good Reason (as such Good Reasonterm is defined in the Participant’s employment agreement), then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at a level equal to the Maximum greater of the designated Target Performance level or the Projected Performance Level (as of the date of such Termination of Employmentdefined in Appendix A), and the resulting number of earned Alternative Performance Units Shares less any Performance Units Shares previously earned for a completed Applicable Performance Period, which together with Earned Units Shares previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned UnitsShares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business days after such termination date. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Certification/Vesting Date, no acceleration of earning or vesting shall occur with respect to the Performance Goal for Shares solely due to such event if the Full Three-Year Performance Period shall be deemed Committee has reasonably determined in good faith, prior to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Units, less any previously Earned Units, shall be deemed to be Earned Units and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any the Performance Units that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "Alternative Performance UnitsShare"), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units solely due to such event, provided that, that such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that which is traded on an established securities market, or that which will be so traded within 30 days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Controlschedule; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable; (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Certification/Vesting Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units less any Performance Units previously earned for a completed Applicable Performance PeriodShares, which together with Earned Units previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned Unitsawarded shares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business days after such termination datethereafter. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect affect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal to the extent permitted under Section 162(m) of the Code so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. If the foregoing conditions are not met by the Assumption Deadline (as defined below) (with reasonable provision made for compliance with those conditions to be performed after the Assumption Deadline), the Performance Goal shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Shares, which shall be the resulting Awarded Shares, shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline) and shall be distributed to the Participant not later than the Assumption Deadline. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten business days after the 409A Change in Control. The provisions of this Performance Share Agreement supersede Plan Section 14.1(b14.1(a).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Date, the Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance UnitsShares, less any previously earned Earned UnitsShares, shall be deemed to be Earned Units Shares and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units Shares shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; , provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any Performance Units Shares that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "Alternative Performance UnitsShare"), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units Shares solely due to such event, provided that, such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that is traded on an established securities market, or that will be so traded within 30 days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Control; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable; (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units Shares less any Performance Units Shares previously earned for a completed Applicable Performance Period, which together with Earned Units Shares previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned UnitsShares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business days after such termination datethereafter. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b14.1(a).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Date, the Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance UnitsShares, less any previously vested Earned UnitsShares, shall be deemed to be Earned Units and Shares, shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units Shares shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code17.13) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; , provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee may reasonably determines determine in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any Performance Units Shares that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "Alternative Performance UnitsShare"), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units Shares solely due to such event, provided that, that such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that which is traded on an established securities market, or that which will be so traded within 30 days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Control; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable; (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units Shares less any Performance Units Shares previously earned for a completed Applicable Performance Period, which together with Earned Units Shares previously earned and vested for previously completed Applicable Performance Periods (if any) shall be the resulting Earned UnitsShares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business days after such termination datethereafter. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b14.1(a).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Certification/Vesting Date, no acceleration of earning or vesting shall occur with respect to the Performance Goal for Shares solely due to such event if the Full Three-Year Performance Period shall be deemed Committee has reasonably determined in good faith, prior to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Units, less any previously Earned Units, shall be deemed to be Earned Units and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any the Performance Units that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "“Alternative Performance Units"Share”), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units solely due to such event, provided that, that such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that which is traded on an established securities market, or that which will be so traded within 30 thirty (30) days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Controlschedule; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable;; and (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Certification/Vesting Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units Shares less any Performance Units Shares previously earned for a completed Applicable Performance Period, which together with Earned Units Performance Shares previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned UnitsShares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business (5)business days after such termination datethereafter. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal to the extent permitted under Section 162(m) of the Code so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. If the foregoing conditions are not met by the Assumption Deadline (as defined below) (with reasonable provision made for compliance with those conditions to be performed after the Assumption Deadline), the Performance Goal shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Shares, which shall be the resulting Earned Shares, shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline) and shall (subject to Plan Section 17.13) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 twenty (20) days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten (10) business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b14.1(a).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Certification/Vesting Date, no acceleration of earning or vesting shall occur with respect to the Performance Goal for Shares solely due to such event if the Full Three-Year Performance Period shall be deemed Committee has reasonably determined in good faith, prior to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Units, less any previously Earned Units, shall be deemed to be Earned Units and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any the Performance Units that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "“Alternative Performance Units"Share”), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units solely due to such event, provided that, that such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that which is traded on an established securities market, or that which will be so traded within 30 thirty (30) days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Control; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable;; and (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Certification/Vesting Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units Shares less any Performance Units Shares previously earned for a completed Applicable Performance Period, which together with Earned Units Performance Shares previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned UnitsShares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business (5)business days after such termination datethereafter. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. If the foregoing conditions are not met by the Assumption Deadline (as defined below) (with reasonable provision made for compliance with those conditions to be performed after the Assumption Deadline), the Performance Goal shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Shares, which shall be the resulting Earned Shares, shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline) and shall (subject to Plan Section 17.13) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 twenty (20) days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten (10) business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b14.1(a).

409A Change in Control. In the event of a 409A Change in Control prior to the Final Certification Certification/Vesting Date, no acceleration of earning or vesting shall occur with respect to the Performance Goal for Shares solely due to such event if the Full Three-Year Performance Period shall be deemed Committee has reasonably determined in good faith, prior to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Units, less any previously Earned Units, shall be deemed to be Earned Units and shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline (as defined below)) and all cash payments with respect to such vested Earned Units shall (subject to Plan Section 17.13 and any limitations under Section 409A of the Code) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs; provided, that, if the payment of the Award upon the 409A Change in Control is not permitted under Section 409A, then the Award shall vest in accordance with this Section 3.2 and shall be settled as provided for in Section 4, subject to earlier settlement in accordance with Section 3.1 to the extent required to comply with Section 409A; provided further that, notwithstanding the foregoing, if the Committee reasonably determines in good faith but subject to and only in accordance with Section 409A of the Code, prior to the Assumption Deadline, that any the Performance Units that are not Earned Units Shares shall be honored or assumed, or new awards substituted therefor (each such honored, assumed or substituted Performance Units Share hereinafter called an "Alternative Performance UnitsShare"), by Participant's employer (or the parent or a subsidiary of such employer) by the Assumption Deadline, then no acceleration of earning or vesting shall occur with respect to the Performance Units solely due to such event, provided that, that such Alternative Performance Units Shares must meet the following criteria: (i) Each Alternative Performance Unit Share must be based on stock that which is traded on an established securities market, or that which will be so traded within 30 days after the 409A Change in Control, or provide for a cash payment not less than the cash value of the Performance Unit Share based on the highest consideration per share received by a holder of Common Stock in the transaction or series of transactions that gave rise to the 409A Change in Control; (ii) The Alternative Performance Units Shares must provide such Participant with rights, terms, conditions and entitlements substantially equivalent to or better than the rights, terms, conditions and entitlements applicable under the Performance UnitsShares, including, but not limited to, an identical or better vesting schedule than applied prior to the 409A Change in Controlschedule; (iii) The Alternative Performance Unit Share must have economic value substantially equivalent to the value of each Performance Unit Share (such equivalent values to be determined as of the time of the 409A Change in Control); (iv) In furtherance of clause (ii) above, the performance goal applicable to the Alternative Performance Units Shares (the “Alternative Performance Goal”) and the corresponding level at which Alternative Performance Units Shares shall be earned must be determined by the Committee to be not less probable of being achieved than the Performance Goal immediately prior to the 409A Change in Control (assuming the 409A Change in Control had not occurred and assuming that the Company had incurred no expense in connection with the 409A Change in Control); (v) The Alternate Performance Units Shares must be structured in a manner intended to comply with Section 409A of the Code to avoid any adverse tax consequences thereunder, to the extent applicable; (vi) The Alternative Performance Units Shares shall provide that, in the event that, within two years following the 409A Change in Control and prior to the Final Certification Certification/Vesting Date, either the Participant has a Termination of Employment by his or her employer other than for Cause (with the result that immediately thereafter the Participant is not employed by such employer or its parent or other affiliates or that the Alternative Performance Units Shares otherwise would be forfeited under their terms but for this provision), or if the Participant would be paid a CIC Payment under Section 3(b)(i) of the Company’s Change-in-Control Agreement upon a Termination of Employment by the Participant for “Good Reason” (however designated), or under any other agreement with the employer or its parent or other affiliates and Participant effects a Termination of Employment for such Good Reason, then the Alternative Performance Goal for the Full Three-Year Performance Period shall be deemed to be satisfied at the Maximum Performance level as of the date of such Termination of Employment, and the resulting number of earned Alternative Performance Units Shares less any Performance Units Shares previously earned for a completed Applicable Performance Period, which together with Earned Units Performance Shares previously earned for previously completed Applicable Performance Periods (if any) shall be the resulting Earned UnitsShares (or awarded cash), shall become fully vested (to the extent not vested prior thereto) and cash payment with respect to such Earned Units shall be distributed to the Participant within five business days after such termination datethereafter. (vii) Any changes after the 409A Change in Control to the businesses the performance of which is measured under the Alternative Performance Goal, including but not limited to asset sales or dispositions, reorganizations, restructurings, acquisitions, or discontinuations of operations, that will or could have an adverse effect on the performance criteria under the Alternative Performance Goal during the Full Three-Year Performance Period shall be accompanied by adjustments to the Alternative Performance Goal to the extent permitted under Section 162(m) of the Code so that such changes do not reduce the probability of the Performance Goal being achieved at the level that would have been obtained in the absence of such changes. If the foregoing conditions are not met by the Assumption Deadline (as defined below) (with reasonable provision made for compliance with those conditions to be performed after the Assumption Deadline), the Performance Goal shall be deemed to be satisfied at a level equal to the greater of the designated Target Performance level or the Projected Performance Level (as defined in Appendix A) as of the date of such 409A Change in Control, and the resulting number of earned Performance Shares, which shall be the resulting Earned Shares, shall become fully vested as of the 409A Change in Control (including in the case of a Participant whose employment terminated between the time of the 409A Change in Control and the Assumption Deadline) and shall (subject to Plan Section 17.13) be distributed to the Participant within sixty (60) days following the end of the fiscal quarter in which the 409A Change in Control occurs. For purposes of this Section 3.2, the “Assumption Deadline” shall be the date of the 409A Change in Control if the Company had at least 20 days’ advance notice that the 409A Change in Control was anticipated to occur, and otherwise the Assumption Deadline shall be the date ten business days after the 409A Change in Control. The provisions of this Agreement supersede Plan Section 14.1(b14.1(a).