Common use of Adjustment in the Event of Change in Stock; Change in Control Clause in Contracts

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the number of RSUs and the shares underlying such RSUs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be fully vested and become immediately payable; (ii) the restrictions and deferral limitations applicable to any RSU shall lapse, and such RSU outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the CompanyCorporation, the number of RSUs SARs and the shares underlying such RSUs SARs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs SARs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be fully exercisable and vested and become immediately payable;shall remain exercisable until the later of (i) the last date on which such SAR would be exercisable in the absence of this Section 5(b) and (ii) the earlier of (A) the first anniversary of such Change in Control and (B) the expiration of the term of the SARs. (ii) the restrictions and deferral limitations applicable to any RSU SARs shall lapse, and such RSU SAR outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the CompanyCorporation, the number of RSUs and the shares underlying such RSUs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be fully exercisable and vested and become immediately payableshall remain exercisable until the later of (i) the last date on which such RSU would be exercisable in the absence of this Section 5(b) and (ii) the first anniversary of such Change in Control; (ii) the restrictions and deferral limitations applicable to any RSU shall lapse, and such RSU outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the CompanyCorporation, the number of RSUs DSUs and the shares underlying such RSUs DSUs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted deferred property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination termination of Employmentservice as a Director of the Corporation, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs DSUs outstanding as of such date of Termination termination of Employment service which were outstanding as of the date of such Change in Control shall be fully vested vest and become immediately payable; (ii) the restrictions and deferral limitations applicable to any RSU DSU shall lapse, and such RSU DSU outstanding as of such date of Termination of Employment termination which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs DSUs outstanding as of such date of Termination of Employment termination which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs DSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the CompanyCorporation, the number of RSUs Stock Options and the shares underlying such RSUs Stock Options shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs Stock Options outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be fully exercisable and vested and become immediately payable;shall remain exercisable until the later of (i) the last date on which such Stock Option would be exercisable in the absence of this Section 5(b) and (ii) the earlier of (A) the first anniversary of such Change in Control and (B) the expiration of the term of the Options; and (ii) the restrictions and deferral limitations applicable to any RSU Stock Option shall lapse, and such RSU Stock Option outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Planexercisable.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the CompanyCorporation, the number of RSUs DSUs and the shares underlying such RSUs DSUs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted deferred property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination Separation of EmploymentService as a Director of the Corporation, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs DSUs outstanding as of such date of Termination termination of Employment service which were outstanding as of the date of such Change in Control shall be fully vested vest and become immediately payable; (ii) the restrictions and deferral limitations applicable to any RSU DSU shall lapse, and such RSU DSU outstanding as of such date of Termination of Employment termination which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs DSUs outstanding as of such date of Termination of Employment separation which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs DSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the CompanyCorporation, the number of RSUs and the shares underlying such RSUs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination termination of Employmentservice as a Director of the Corporation, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs outstanding as of such date of Termination termination of Employment service which were outstanding as of the date of such Change in Control shall be fully exercisable and vested and become immediately payableshall remain exercisable until the later of (i) the last date on which such RSU would be exercisable in the absence of this Section 5(b) and (ii) the first anniversary of such Change in Control; (ii) the restrictions and deferral limitations applicable to any RSU shall lapse, and such RSU outstanding as of such date of Termination of Employment termination which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs outstanding as of such date of Termination of Employment termination which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.

Adjustment in the Event of Change in Stock; Change in Control. (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the number of RSUs SARs and the shares underlying such RSUs SARs shall be equitably adjusted by the Committee (including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: (i) any RSUs SARs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be fully exercisable and vested and become immediately payable;shall remain exercisable until the later of (i) the last date on which such SAR would be exercisable in the absence of this Section 5(b) and (ii) and the earlier of (A) the first anniversary of such Change in Control and (B) the expiration date of the SARs. (ii) the restrictions and deferral limitations applicable to any RSU SARs shall lapse, and such RSU SAR outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan.