Common use of Acceleration Event Clause in Contracts

Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of an Acceleration Event on or before December 31, 20XX, (i) a prorated portion of the Award shall be earned based on actual performance though the date of the Acceleration Event (determined as provided below in this subsection 2(e)), and (ii) the remaining portion of the Award shall be earned by reference to the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned pursuant to subpart (i) above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum of the Payout Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion of the Award that is earned pursuant to subpart (ii) in the first sentence of this subsection 2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is XXXX. Amounts earned and paid pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this Agreement.

Acceleration Event. Notwithstanding anything (a) The occurrence of an Event of Default as described in the Plan to the contraryclauses (a), upon (b), (c) and (h) of Section 5.01 shall be automatically deemed an Acceleration Event (an “Acceleration Event”) and the occurrence and continuation of an Event of Default described in clauses (d), (e), (f), and (g) of Section 5.01 shall be deemed an Acceleration Event on the date that the Purchase Contract Agent or before December 31, 20XX, (i) a prorated portion the Holders of not less than 25% of the Award Outstanding Purchase Contracts (the “Required Holders”) deliver written notice of its or their election to accelerate to the Company, and to the Purchase Contract Agent if such notice is given by the Holders. (b) Upon an Acceleration Event, the Purchase Contracts shall be earned based settled on actual performance though the date three Business Days following the occurrence of such Acceleration Event (the “Acceleration Date”) (provided that with respect to an Event of Default specified in Section 5.01(e), the Acceleration Date shall be the Purchase Contract Settlement Date), in accordance with Section 3.13 as if the date of the Acceleration Event were the Purchase Contract Settlement Date and (determined as provided below in this subsection 2(e))i) all accrued and unpaid Contract Adjustment Payments on the Purchase Contracts to but excluding the Acceleration Date, and (ii) the remaining portion present value of all Contract Adjustment Payments that would have been payable on the Award Purchase Contracts for the period from and including the Acceleration Date to but excluding the Purchase Contract Settlement Date and (iii) any other amounts due and owing from the Company hereunder shall become immediately due and payable. (c) The present value of Contract Adjustment Payments shall be earned by reference calculated based on an interest rate equal to the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned pursuant to subpart (i) above due to (x) for any period of twelve months or less, the USD-LIBOR-BBA interest rate or (y) for any period greater than twelve months, the “offer side” U.S. dollar swap rate, in each case as in effect on the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined in accordance with subsection 2(a)(i)Date, that has a designated maturity that corresponds most closely to, but with the Average Payout Factor equal to the sum of the Payout Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fractionis longer than, the numerator of which is period from and including such Acceleration Date to but excluding the number of calendar days from (and including) January 1Purchase Contract Settlement Date, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion of the Award that is earned pursuant to subpart plus (ii) in 0.5%. (d) Upon the first sentence occurrence of this subsection 2(e) due to any Acceleration Event, the Purchase Contract Agent shall immediately notify the Collateral Agent of such Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is XXXX. Amounts earned and paid pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this Agreementcorresponding Acceleration Date.

Acceleration Event. Notwithstanding anything in In the Plan to event the contraryRefinery ceases operations (an "Acceleration Event"), upon the occurrence Buyer shall notify Seller promptly of an such Acceleration Event on or before December 31and Buyer shall, 20XXin lieu of Buyer's obligation to make any other Earnout Payments under this Section 2.8, make three (i3) a prorated portion additional payments to Seller (collectively, the "Acceleration Payments"), each in an amount equal to one-sixth of the Award shall be earned based on actual performance though positive amount by which the date Total Earnout Cap exceeds the Prior Earnout Payments at the time of the Acceleration Event (determined as provided below in this subsection 2(e)), and (ii) the remaining portion of the Award shall be earned by reference to the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned Any payment by Buyer pursuant to subpart this Section 2.8(j) shall be made notwithstanding the Annual Earnout Cap. Such Acceleration Payments shall be made by Buyer with the first payment being due and payable six (i6) above due to months after the Acceleration Event and the remaining two (2) payments being due and payable eighteen (18) months and thirty (30) months, respectively, after the Acceleration Event. Each Acceleration Payment shall be determined by multiplying (A) the TSR Award Payout determined wire transfer of immediately available funds to an account designated in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum writing by Seller. Upon payment of the Payout Factors for final Acceleration Payment by Buyer, Buyer's obligation to make any completed Performance Periods and payments under this Section 2.8 will terminate. Notwithstanding the open (including provisions above, Seller shall have the final) Performance Periods in which right to elect not to accept the Acceleration Event occurs Payments in lieu of Buyer's obligation to make Earnout Payments (with Payout Factor for the open such election to be provided within thirty (including the final30) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided days following receipt by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion Seller of the Award that is earned pursuant to subpart (ii) in the first sentence of this subsection 2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day notification of the Acceleration Event) in which event Buyer's obligation to (and including) December 31, 20XX, and the denominator of which is XXXX. Amounts earned and paid make Earnout Payments shall continue pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this AgreementSection 2.8 during the Post-Closing Earnout Period.

Acceleration Event. Notwithstanding anything in In the Plan to event the contraryRefinery ceases operations (an “Acceleration Event”), upon the occurrence Buyer shall notify Seller promptly of an such Acceleration Event on or before December 31and Buyer shall, 20XXin lieu of Buyer’s obligation to make any other Earnout Payments under this Section 2.8, make three (i3) a prorated portion additional payments to Seller (collectively, the “Acceleration Payments”), each in an amount equal to one-sixth of the Award shall be earned based on actual performance though positive amount by which the date Total Earnout Cap exceeds the Prior Earnout Payments at the time of the Acceleration Event (determined as provided below in this subsection 2(e)), and (ii) the remaining portion of the Award shall be earned by reference to the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned Any payment by Buyer pursuant to subpart this Section 2.8(j) shall be made notwithstanding the Annual Earnout Cap. Such Acceleration Payments shall be made by Buyer with the first payment being due and payable six (i6) above due to months after the Acceleration Event and the remaining two (2) payments being due and payable eighteen (18) months and thirty (30) months, respectively, after the Acceleration Event. Each Acceleration Payment shall be determined by multiplying (A) the TSR Award Payout determined wire transfer of immediately available funds to an account designated in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum writing by Seller. Upon payment of the Payout Factors for final Acceleration Payment by Buyer, Buyer’s obligation to make any completed Performance Periods and payments under this Section 2.8 will terminate. Notwithstanding the open (including provisions above, Seller shall have the final) Performance Periods in which right to elect not to accept the Acceleration Event occurs Payments in lieu of Buyer’s obligation to make Earnout Payments (with Payout Factor for the open such election to be provided within thirty (including the final30) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided days following receipt by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion Seller of the Award that is earned pursuant to subpart (ii) in the first sentence of this subsection 2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day notification of the Acceleration Event) in which event Buyer’s obligation to (and including) December 31, 20XX, and the denominator of which is XXXX. Amounts earned and paid make Earnout Payments shall continue pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this AgreementSection 2.8 during the Post-Closing Earnout Period.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event occurs following the date hereof and on or before December 31, 20XX2025, then the Performance Stock Units shall be converted to time-based Performance Stock Units, subject to the Participant’s continuous employment with the Company or an Affiliate through December 31, 2025 unless otherwise provided in Section 3(b)(ii); provided, that (ix) a prorated portion the number of Performance Stock Units will be based on the actual achievement of the Award shall be earned based Per Share targets (as set forth on actual performance though Exhibit 1) over the thirty trading days preceding the date on which the Acceleration Event occurs as certified by the Compensation and Personnel Committee; provided, further that if the Per Share Average has achieved the $90 target or higher at the time of the Acceleration Event Event, then the TSR Ranking target (as set forth on Exhibit 1) shall be determined as provided below in this subsection 2(eSection 3(c)), ; and (iiy) the remaining portion of the Award Award, if any, shall be earned by reference to forfeited as of the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following date of the Acceleration Event. The prorated portion of the Award that is earned pursuant to subpart . (i) The average Vesting Factor in respect of the TSR Ranking described in subpart (x) above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum of the Payout Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Vesting Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR the achievement of the applicable performance measures through the date preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, in each case, as certified by (B) a fraction, the numerator of which is the number of calendar days from (Compensation and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion of the Award that is earned pursuant to subpart Personnel Committee. (ii) The vested Performance Stock Units in the first sentence of accordance with this subsection 2(eSection 3(c) due shall be delivered to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) Participant as soon as practicable after December 31, 20XX2025, and in no event later than March 15, 2026. Any fractional Share will be rounded to the denominator nearest whole Share (with 0.5 to be rounded up). 2023 SPU Grant – Annual Grant PACID: 23SPU (iii) For the avoidance of which doubt, this Section 3(c) is XXXXintended only to apply if an Acceleration Event occurs on or before December 31, 2025. Amounts earned The Award shall otherwise remain subject to the terms and paid pursuant to this subsection 2(e) shall be conditions set forth in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this Agreement.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event occurs following the date hereof and on or before December 31, 20XX2025, then (ix) a prorated pro-rated portion of the Award Performance Stock Units shall be earned eligible to vest based on the actual performance though the date of the Acceleration Event (determined as provided below in this subsection 2(eSection 3(c)), ) and (iiy) the remaining portion of the Award shall be earned determined by reference to the Target Award (determined as provided below in this subsection 2(eSection 3(c)). . (i) The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned pursuant to described in subpart (ix) above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined number of Performance Stock Units that become eligible to vest in accordance with subsection 2(a)(i), Exhibit 1 but with the Average Payout average Vesting Factor equal to the sum of the Payout Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Vesting Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date achievement of the applicable performance measures over the thirty trading days preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX 2023 to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. 1,095. (ii) The remaining portion of the Award that is earned pursuant to described in subpart (iiy) in the first sentence of this subsection 2(eSection 3(c) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX2025, and the denominator of which is XXXX. Amounts earned and paid pursuant 1,095. (iii) The Performance Stock Units eligible to vest in accordance with this subsection 2(eSection 3(c) shall be subject to the Participant’s continuous employment with the Company or an Affiliate through December 31, 2025, subject to Section 3(b)(iv). Upon such vesting, the vested Performance Stock Units shall be delivered to the Participant as soon as practicable after December 31, 2025 and in lieu ofno event later than March 15, 2026. Any fractional Share will be rounded to the nearest whole Share (with 0.5 to be rounded up). (iv) For the avoidance of doubt, this Section 3(c) is intended only to apply if an Acceleration Event occurs on or before December 31, 2025. The Award shall otherwise remain subject to the terms and not conditions set forth in addition to, amounts that might otherwise be earned and paid pursuant to this Agreement.

Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of Upon an Acceleration Event (as defined below), subject to the Participant (or the Participant’s estate, if applicable) executing and not revoking a separation and release agreement with the Company (or its designated affiliate) in the standard form then in effect within 30 days following such Acceleration Event: (i) [50]% of the Tranche 1 Performance Units outstanding and unvested as of such Acceleration Event shall remain outstanding and eligible to vest in accordance with Section 2(a)(i) through the earlier of the first anniversary of such Acceleration Event and the Final Measurement Date (the “Acceleration Event Final Measurement Date”). If the Tranche 1 Performance Hurdle is not attained on or before December 31the Acceleration Event Final Measurement Date, 20XX, (i) a prorated portion of the Award shall such Tranche 1 Performance Units will be earned based on actual performance though the date forfeited without payment therefor effective as of the Acceleration Event (determined as provided below in this subsection 2(e)), and Final Measurement Date. (ii) the remaining portion [50]% of the Award Tranche 2 Performance Units outstanding and unvested as of such Acceleration Event shall be earned by reference remain outstanding and eligible to vest in accordance with Section 2(a)(ii) through the Acceleration Event Final Measurement Date. If the Tranche 2 Performance Hurdle is not attained on or prior to the Target Award Acceleration Event Final Measurement Date, such Tranche 2 Performance Units will be forfeited without payment therefor effective as of the Acceleration Event Final Measurement Date. (determined as provided below in this subsection 2(e)). The combined earned amount iii) If the Participant incurs a Termination by the Company on account of the Participant’s death, any Restricted Units which would not otherwise remain outstanding and eligible to vest pursuant to Section 2(b)(i) or 2(b)(ii) shall be paid within remain outstanding for 30 days following the Acceleration Event. The prorated Participant’s Termination date, and during such time the Committee may, in its sole discretion, determine to accelerate the vesting or all or a portion of such Restricted Units. If the Award that is earned pursuant to subpart (i) above due to Committee does not accelerate the Acceleration Event vesting of any such outstanding and unvested Restricted Units, then such Restricted Units shall be determined by multiplying (A) the TSR Award Payout determined in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum immediately forfeited without compensation as of the Payout Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion 30-day anniversary of the Award that is earned pursuant to subpart (ii) in the first sentence of this subsection 2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is XXXX. Amounts earned and paid pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this AgreementParticipant’s Termination date.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of an Acceleration Event on or before December 31, 20XX, the TSR Award Payout shall be determined as follows: (i) a prorated portion of the Award shall be earned determined based on actual performance though the date of the Acceleration Event (determined as provided below in this subsection 2(e)), and (ii) the remaining portion of the Award shall be earned determined by reference to the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned pursuant to described in subpart (i) above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum of the Payout Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX1096. The remaining portion of the Award that is earned pursuant to described in subpart (ii) in the first sentence of this subsection 2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is XXXX1096. Amounts earned and paid pursuant to For the avoidance of doubt, this subsection 2(e) is intended only to address the method for calculating the TSR Award Payout if an Acceleration Event occurs on or before December 31, 20XX. The Award shall be otherwise remain subject to the terms and conditions set forth in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this Agreement, including, without limitation, those set forth in subsections 2(b), 2(c) and 2(d).

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event occurs following the date hereof and on or before December 31, 20XX2026, then (ix) a prorated pro-rated portion of the Award Performance Stock Units shall be earned eligible to vest based on the actual performance though the date of the Acceleration Event (determined as provided below in this subsection 2(eSection 3(c)), ) and (iiy) the remaining portion of the Award shall be earned determined by reference to the Target Award (determined as provided below in this subsection 2(eSection 3(c)). . (i) The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned pursuant to described in subpart (ix) above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined number of Performance Stock Units that become eligible to vest in accordance with subsection 2(a)(i), Exhibit 1 but with the Average Payout average Vesting Factor equal to the sum of the Payout Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Vesting Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date achievement of the applicable performance measures over the thirty trading days preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX 2024 to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. 1,095. (ii) The remaining portion of the Award that is earned pursuant to described in subpart (iiy) in the first sentence of this subsection 2(eSection 3(c) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX2026, and the denominator of which is XXXX. Amounts earned and paid pursuant 1,095. (iii) The Performance Stock Units eligible to vest in accordance with this subsection 2(eSection 3(c) shall be in lieu ofsubject to the Participant’s continuous employment with the Company or an Affiliate through December 31, 2026, subject to Section 3(b)(iv). Upon such vesting, the vested Performance Stock Units shall be delivered to the Participant as soon as practicable after December 31, 2026, and not in addition tono event later than March 15, amounts that might 2027. Any fractional Share will be rounded to the nearest whole Share (with 0.5 to be rounded up). (iv) For the avoidance of doubt, this Section 3(c) is intended only to apply if an Acceleration Event occurs on or before December 31, 2026. The Award shall otherwise be earned remain subject to the terms and paid pursuant to conditions set forth in this Agreement.