Common use of Additional Benefits Upon A Change in Control Clause in Contracts

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's employment with the Company or its subsidiaries is terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [as defined Company's Stock Incentive Plan] held by Executive (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Industries, Inc. 1996 Stock Options Pxxx xx xxx Company's Stock Incentive Plan (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's Stock Incentive Plan) with Executive and Hillenbrand Industries, Inc. (iv) immediate vesting ox xxx xxxxxs of Deferred Stock (as defined in the Company's Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's Stock Incentive Plan and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's ’s employment with the Company or its subsidiaries is later terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's ’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [(as defined in the Company's ’s Stock Incentive Plan] ) held by Executive; (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Industries, Inc. 1996 Stock Options Pxxx xx xxx Company's ’s Stock Incentive Plan; (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's ’s Stock Incentive Plan) with Executive and Hillenbrand IndustriesHill-Rom Holdings, Inc.; (iv) immediate vesting ox xxx xxxxxs of all awards of Deferred Stock (as defined in the Company's ’s Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's ’s Stock Incentive Plan Plan; and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's ’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Plan. Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's ’s first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's employment with the Company or its subsidiaries is terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive as Performance Share Compensation under all performance share periods in progress at the Company's Stock Incentive Plan date of the Change in Control as if the target goal for each such performance share period was achieved 100%, without proration for uncompleted performance share periods, provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:Company (ic) immediate vesting of all Bonus Stock Awards [as defined Company's Stock Incentive Plan] held by Executivemandatory deferred shares attributable to Performance Share Compensation, (iid) immediate vesting of all outstanding Stock Options options held by Executive under the Hillenbrand IndustriesHillxxxxxxx Xxxustries, Inc. 1996 Stock Options Pxxx xx xxx Company's Stock Incentive Plan; and (iiie) immediate vesting of all awards of Restricted Stock held by Executive under any the Stock Award Agreements (as defined in the Company's Stock Incentive Plan) with Executive and Hillenbrand IndustriesHillxxxxxxx Xxxustries, Inc. (iv) immediate vesting ox xxx xxxxxs of Deferred Stock (as defined in the Company's Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's Stock Incentive Plan and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's employment with the Company or its subsidiaries is terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive as Performance Share Compensation under all performance share periods in progress at the Company's Stock Incentive Plan date of the Change in Control as if the target goal for each such performance share period was achieved 100%, without proration for uncompleted performance share periods, provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including:Company; (ic) immediate vesting of all Bonus Stock Awards [as defined Company's Stock Incentive Plan] held by Executivemandatory deferred shares attributable to Performance Share Compensation, (iid) immediate vesting of all outstanding Stock Options options held by Executive under the Hillenbrand IndustriesHillxxxxxxx Xxxustries, Inc. 1996 Stock Options Pxxx xx xxx Company's Stock Incentive Plan; and (iiie) immediate vesting of all awards of Restricted Stock held by Executive under any the Stock Award Agreements (as defined in the Company's Stock Incentive Plan) with Executive and Hillenbrand IndustriesHillxxxxxxx Xxxustries, Inc. (iv) immediate vesting ox xxx xxxxxs of Deferred Stock (as defined in the Company's Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's Stock Incentive Plan and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's ’s employment with the Company or its subsidiaries is later terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's ’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [(as defined Company's ’s Stock Incentive Plan] ) held by Executive; (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Industries, Inc. 1996 Stock Options Pxxx xx xxx Company's ’s Stock Incentive Plan; (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's ’s Stock Incentive Plan) with Executive and Hillenbrand IndustriesHill-Rom Holdings, , Inc.; (iv) immediate vesting ox xxx xxxxxs of all awards of Deferred Stock (as defined in the Company's ’s Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's ’s Stock Incentive Plan Plan; and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's ’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Plan. Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's ’s first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's ’s employment with the Company or its subsidiaries is later terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's ’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [(as defined Company's ’s Stock Incentive Plan] ) held by Executive; (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Industries, Inc. 1996 Stock Options Pxxx xx xxx Company's ’s Stock Incentive Plan; (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's ’s Stock Incentive Plan) with Executive and Hillenbrand IndustriesHxxxxxxxxxx, Inc.; (iv) immediate vesting ox xxx xxxxxs of all awards of Deferred Stock (as defined in the Company's ’s Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's ’s Stock Incentive Plan Plan; and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's ’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Plan. Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's ’s first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's ’s employment with the Company or its subsidiaries is later terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's ’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [(as defined in the Company's ’s Stock Incentive Plan] ) held by Executive; (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Industries, Inc. 1996 Stock Options Pxxx xx xxx Company's ’s Stock Incentive Plan; (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's ’s Stock Incentive Plan) with Executive and Hillenbrand IndustriesHxxxxxxxxxx, Inc.; (iv) immediate vesting ox xxx xxxxxs of all awards of Deferred Stock (as defined in the Company's ’s Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's ’s Stock Incentive Plan Plan; and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's ’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Plan. Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's ’s first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's ’s employment with the Company or its subsidiaries is terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's ’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [as defined Company's ’s Stock Incentive Plan] held by Executive (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Hxxxxxxxxxx Industries, Inc. 1996 Stock Options Pxxx xx xxx Plan or the Company's ’s Stock Incentive Plan (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's ’s Stock Incentive Plan) with Executive and Hillenbrand Hxxxxxxxxxx Industries, Inc. (iv) immediate vesting ox xxx xxxxxs of all awards of Deferred Stock (as defined in the Company's ’s Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's ’s Stock Incentive Plan and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's ’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's ’s first taxable year in which the Change in Control occurs.

Additional Benefits Upon A Change in Control. Upon the occurrence of a Change in Control, so long as Executive is an employee of the Company at that time, the Company will provide or cause to be provided to Executive the following rights and benefits whether or not Executive's ’s employment with the Company or its subsidiaries is later terminated: (a) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which would be payable to Executive if the company Company performance targets (at 100%) with respect to such incentive compensation in effect for the entire year in which the Change in Control occurred had been achieved, payable within 30 days of the Change in Control; (b) the number of shares of common stock of the Company that would be payable to Executive under the Company's ’s Stock Incentive Plan provided, however, that if the Change in Control involves a merger, acquisition or other corporate restructuring where the Company is not the surviving entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares of common stock of the Company, Executive shall be entitled to receive the consideration he Executive would have received in such transaction in exchange for such shares of common stock; and provided, further, that the Company shall in any case have the right to substitute cash for such shares of common stock of the Company or merger consideration in an amount equal to the fair market value of such shares or merger consideration as determined by the Company including: (i) immediate vesting of all Bonus Stock Awards [(as defined in the Company's ’s Stock Incentive Plan] ) held by Executive; (ii) immediate vesting of all outstanding Stock Options held by Executive under the Hillenbrand Industries, Inc. 1996 Stock Options Pxxx xx xxx Company's ’s Stock Incentive Plan; (iii) immediate vesting of all awards of Restricted Stock held by Executive under any Stock Award Agreements (as defined in the Company's ’s Stock Incentive Plan) with Executive and Hillenbrand IndustriesXxxxxxxxxxx, Inc.; (iv) immediate vesting ox xxx xxxxxs of all awards of Deferred Stock (as defined in the Company's ’s Stock Incentive Plan) (also known as Restricted Stock Units) held by Executive under the Company's ’s Stock Incentive Plan Plan; and (v) the exercise of any Stock Appreciation Right [(as defined in the Company's ’s Stock Incentive Plan) within 60 days of a Change in Control as provided by section 7.2 of the Stock Incentive Plan Plan. Any distribution to be made under this Section 3 shall be made no later than the 15th day of the third month following the Company's ’s first taxable year in which the Change in Control occurs.