Common use of Adjustments Upon Specified Events Change in Control Event Clause in Contracts

Adjustments Upon Specified Events Change in Control Event. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan, the Administrator shall make adjustments if appropriate to the Award and the Dividend Equivalent Rights. Furthermore, the Administrator shall adjust the Dividend Thresholds referenced above to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any stock split, reverse stock split, stock dividend, material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Corporation’s earnings, or (4) any other similar special circumstances. Notwithstanding any other provision herein, upon the occurrence of a Change in Control Event following which the Corporation will not survive as a public company in respect of its Common Stock, the Award shall immediately terminate, and the Participant’s Dividend Equivalent for the Performance Year in which the Change in Control Event occurs shall immediately become payable (regardless of whether the Annual Aggregate Dividend for such Performance Year has exceeded the applicable Dividend Threshold). A Dividend Equivalent that becomes payable pursuant to this Section 9 shall be paid to the Participant as soon as practicable after such Change in Control Event. The Participant shall have no further rights with respect to the Award or such Dividend Equivalent (except the right to receive any amounts which had previously become payable (or become payable upon such Change in Control Event) with respect to the Award but which had not yet actually been paid).