Common use of Accelerated Vesting in Connection with a Change in Control Clause in Contracts

Accelerated Vesting in Connection with a Change in Control. Notwithstanding paragraph 2, if, prior to the Vesting Date, a Change in Control occurs, the provisions of this paragraph 4 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan. a. If no Replacement Award is received by Participant in connection with the Change in Control, the unvested portion of this Award shall become vested as of immediately prior to the consummation of the Change in Control. b. If a Replacement Award is received by Participant in connection with the Change in Control, such Replacement Award shall be deemed to replace this Award in full satisfaction of the Company’s obligations under this Award; provided, however, that, in the event that the Company’s shares remain traded on the New York Stock Exchange or another established securities market following such Change in Control, this Award shall remain outstanding in accordance with this Agreement except that if Participant experiences a Qualifying Termination Event concurrent with or within two (2) years after the date of the Change in Control, then the Replacement Award shall vest in full as of the date of such Qualifying Termination Event. c. Notwithstanding the foregoing, upon a Change in Control, the Committee may determine that this Award shall be canceled and terminated for consideration in accordance with Article 17 of the Plan and subject to paragraph 10.

Accelerated Vesting in Connection with a Change in Control. Notwithstanding paragraph 2, if, prior to the Vesting Dateend of the Measurement Period, a Change in Control occurs, the provisions of this paragraph 4 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan. a. If no Replacement Award is received by Participant in connection with the Change in Control, then the unvested portion Target Units shall vest (without regard to the actual achievement of this Award shall become vested the Performance Goal) as of immediately prior to the consummation of the Change in Control. b. If a Replacement Award is received by Participant in connection with the Change in Control, such Replacement Award shall be deemed to replace this Award in full satisfaction of the Company’s obligations under this Award; provided, however, that, in the event that the Company’s shares remain traded on the New York Stock Exchange or another established securities market following such Change in Control, this Award shall remain outstanding in accordance with this Agreement Agreement, except that (i) if Participant experiences a Qualifying Termination Event (other than due to death, Disability or Retirement) concurrent with or within two (2) years after the date of the Change in Control, then the Replacement Award Target Units shall vest in full (without regard to the actual achievement of the Performance Goal) as of the date of such Qualifying Termination EventEvent and (ii) if Participant experiences any other Qualifying Termination Event concurrent with or at any time following the Change in Control, then the Replacement Award shall vest in accordance with paragraph 3. c. Notwithstanding the foregoing, upon a Change in Control, the Committee may determine that this Award shall be canceled and terminated for consideration in accordance with Article 17 of the Plan and subject to paragraph 10.

Accelerated Vesting in Connection with a Change in Control. Notwithstanding paragraph 2, if, prior to the Vesting Dateend of the Measurement Period, a Change in Control occurs, the provisions of this paragraph 4 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan. a. If no Replacement Award is received by Participant in connection with the Change in Control, then the unvested portion Target Units shall vest (without regard to the actual achievement of this Award shall become vested the Performance Goal) as of immediately prior to the consummation of the Change in Control. b. If a Replacement Award is received by Participant in connection with the Change in Control, such Replacement Award shall be deemed to replace this Award in full satisfaction of the Company’s obligations under this Award; provided, however, that, in the event that the Company’s shares remain traded on the New York Stock Exchange or another established securities market following such Change in Control, this Award shall remain outstanding in accordance with this Agreement Agreement, except that if Participant experiences a Qualifying Termination Event (other than due to death or Disability) concurrent with or within two (2) years after the date of the Change in Control, then the Replacement Award Target Units shall vest in full (without regard to the actual achievement of the Performance Goal) as of the date of such Qualifying Termination Event. c. Notwithstanding the foregoing, upon a Change in Control, the Committee may determine that this Award shall be canceled and terminated for consideration in accordance with Article 17 17.1(e) of the Plan and subject to paragraph 10.