Common use of Acceleration of Vesting and Payment Clause in Contracts

Acceleration of Vesting and Payment. Notwithstanding the provisions of Paragraph 2 above, the Restricted Equivalents will immediately vest, convert into the right to receive shares of Common Stock and be paid to the Participant (or in the event of the Participant’s death, the Participant’s designated beneficiary) in the event of: (a) the Participant’s death; (b)the Participant’s Disability; or (c)a Change of Control of the Company if either (i) the employment of the Participant is terminated or (ii) the acquirer does not agree to assume or substitute the Restricted Equivalents for similar awards on shares of acquirer’s common stock. In the event of acceleration because of the occurrence of one of the first two events above, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following such event, or (ii) the 15th day of the third calendar month following such event. In the event of acceleration because of the occurrence of a Change of Control of the Company, if the Change of Control qualifies as a Section 409A Change of Control, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Change of Control, or (ii) the 15th day of the third calendar month following the Change of Control; otherwise, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Vesting/Payment Date, or (ii) the 15th day of the third calendar month following the Vesting/Payment Date.

Acceleration of Vesting and Payment. (a) Notwithstanding the provisions of Paragraph Section 2 above, the Restricted Equivalents RSUs will immediately vest, convert into vest upon the right to receive shares occurrence of Common Stock and be paid any of the following events prior to the Participant Vesting Date: (or in the event of the Participant’s death, the Participant’s designated beneficiary) in the event of: (ai) the Participant’s death; (b)the ii) the Participant’s Disability; or (c)a iii) a Change of in Control of the Company if either (iA) the employment of the Participant is terminated without Cause within two years of such Change in Control or (iiB) the acquirer does not agree to assume or substitute the Restricted Equivalents RSUs for similar awards on shares of acquirer’s common stock. ; or (iv) the occurrence of any other event or condition for which the Participant’s employment agreement (if any) provides for accelerated vesting. (b) In the event of acceleration because of the occurrence of one of the first two events aboveaccelerated vesting pursuant to Section 3(a), the number of shares of Common Stock from the conversion of the Restricted EquivalentsRSUs, less the number of shares of Common Stock (if any) withheld to satisfy tax withholding pursuant to Paragraph 9 Section 7 below, will be issuedpaid to the Participant at the time specified by Section 2 above as if no acceleration had occurred, and related payments, unless otherwise specifically provided by the Participant’s employment agreement (if any), in which case the vested RSUs shall be paidpaid at the time specified by the Participant’s employment agreement. Notwithstanding the foregoing, no later than the later of (i) the December 31st immediately following such event, or (ii) the 15th day of the third calendar month following such event. In in the event of acceleration because a Change in Control that satisfies Section 3(a)(iii) above that is a “change in ownership,” a “change in effective control” or a “change in ownership of a substantial portion of the occurrence of a Change of Control assets” of the Company, if the Change of Control qualifies each as a defined by Section 409A Change of Control409A, the number of shares of Common Stock from the conversion of the Restricted EquivalentsRSUs, less the number of shares of Common Stock (if any) withheld to satisfy tax withholding pursuant to Paragraph 9 Section 7 below, will be issued, and related payments, if any, shall be paid, issued no later than the later of (i) the December 31st immediately following the 30 days after such Change of Control, or (ii) the 15th day of the third calendar month following the Change of Control; otherwise, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Vesting/Payment Date, or (ii) the 15th day of the third calendar month following the Vesting/Payment Date.in Control so long as such payment is permissible under Section 409A.

Acceleration of Vesting and Payment. Notwithstanding the provisions of Paragraph 2 above, the Restricted Equivalents will immediately vest, convert into the right to receive shares of Common Stock and be paid to the Participant (or in the event of the Participant’s death, the Participant’s designated beneficiary) in the event of: (a) the Participant’s death; ; (b)the b) the Participant’s Disability; or or (c)a c) a Change of Control of the Company if either (i) the employment of the Participant is terminated or (ii) the acquirer does not agree to assume or substitute the Restricted Equivalents for similar awards on shares of acquirer’s common stock. In the event of acceleration because of the occurrence of one of the first two events above, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following such event, or (ii) the 15th day of the third calendar month following such event. In the event of acceleration because of the occurrence of a Change of Control of the Company, if the Change of Control qualifies as a Section 409A Change of Control, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Change of Control, or (ii) the 15th day of the third calendar month following the Change of Control; otherwise, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Vesting/Payment Date, or (ii) the 15th day of the third calendar month following the Vesting/Payment Date.

Acceleration of Vesting and Payment. Notwithstanding the provisions of Paragraph 2 above, the Restricted Equivalents will immediately vest, convert into the right to receive shares of Common Stock and be paid to the Participant (or in the event of the Participant’s death, the Participant’s designated beneficiary) in the event of: (a) the Participant’s death; ; (b)the b) the Participant’s Disability; or or (c)a c) a Change of Control of the Company if either (i) the employment service of the Participant is terminated or (ii) the acquirer does not agree to assume or substitute the Restricted Equivalents for similar awards on shares of acquirer’s common stock. In the event of acceleration because of the occurrence of one of the first two events above, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, Equivalents will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following such event, or (ii) the 15th day of the third calendar month following such event. In the event of acceleration because of the occurrence of a Change of Control of the Company, if the Change of Control qualifies as a Section 409A Change of Control, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, Equivalents will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Change of Control, or (ii) the 15th day of the third calendar month following the Change of Control; otherwise, the shares of Common Stock from the conversion of the Restricted Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, Equivalents will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Vesting/Payment Date, or (ii) the 15th day of the third calendar month following the Vesting/Payment Date.] (a) the Participant’s termination of service on the Board; or (b) a Change of Control of the Company if either (i) the service of the Participant is terminated or (ii) the acquirer does not agree to assume or substitute the Restricted Equivalents for similar awards on shares of acquirer’s common stock. In the event of acceleration because of the Participant’s termination of service on the Board, the shares of Common Stock from the conversion of the Restricted Equivalents will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following such event, or (ii) the 15th day of the third calendar month following such event. In the event of acceleration because of the occurrence of a Change of Control of the Company, if the Change of Control qualifies as a Section 409A Change of Control, the shares of Common Stock from the conversion of the Restricted Equivalents will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Change of Control, or (ii) the 15th day of the third calendar month following the Change of Control; otherwise, the shares of Common Stock from the conversion of the Restricted Equivalents will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Vesting/Payment Date, or (ii) the 15th day of the third calendar month following the Vesting/Payment Date.]

Acceleration of Vesting and Payment. Notwithstanding the provisions of Paragraph 2 aboveabove and Schedule A, the Restricted Performance Equivalents will immediately vest, convert into the right to receive shares of Common Stock and be paid to the Participant (or in the event of the Participant’s death, the Participant’s designated beneficiary) in the event of: (a) the Participant’s death; , but only for a number of shares equal to the Target Performance Equivalents subject to this Award Agreement; (b)the b) the Participant’s termination of employment due to Disability, but only for a number of shares equal to the Target Performance Equivalents multiplied by a fraction, the numerator of which is the number of full months beginning on the first day of the month in which the Performance Period commences and ending on the first day of the month following the Participant’s termination of employment (not to exceed the number of full months in the Performance Period), and the denominator of which is the number of full months in the Performance Period; or or (c)a c) Change of Control of the Company if either (i) the employment of the Participant is terminated or (ii) the acquirer does not agree to assume or substitute the Restricted Performance Equivalents for similar awards on shares of acquirer’s common stock, but, only for the number of Performance Equivalents which would have vested had the Performance Period ended on the date the Change of Control occurs based on a determination by the Committee of the extent to which performance goals with respect to the Performance Period have been met based on such audited or unaudited financial information or other information then available that the Committee deems relevant. In the event of acceleration because of the occurrence of one of the first two events aboveParticipant’s death, the shares of Common Stock from the conversion of the Restricted Performance Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following such event, or (ii) the 15th day of the third calendar month following such event. In the event of acceleration because of the Participant’s termination of employment due to Disability, the shares of Common Stock from the conversion of the Performance Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, on the first day of the seventh month following such event. In the event of acceleration because of the occurrence of a Change of Control of the Company, if the Change of Control qualifies as a Section 409A Change of Control, the shares of Common Stock from the conversion of the Restricted Performance Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Change of Control, or (ii) the 15th day of the third calendar month following the Change of Control; otherwise, the shares of Common Stock from the conversion of the Restricted Performance Equivalents, less the number of shares of Common Stock withheld to satisfy tax withholding pursuant to Paragraph 9 below, will be issued, and related payments, if any, shall be paid, no later than the later of (i) the December 31st immediately following the Vesting/Payment Datelast day of the Performance Period, or (ii) the 15th day of the third calendar month following the Vesting/Payment Datelast day of the Performance Period.