Common use of Assumption or Termination In Connection With a Corporate Transaction Clause in Contracts

Assumption or Termination In Connection With a Corporate Transaction. Upon any event in which the Corporation does not survive, or does not survive as a public company in respect of its Common Stock (including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Corporation, in any case in connection with which the Corporation does not survive or does not survive as a public company in respect of its Common Stock), then the Board or the Committee may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of the Award or the cash, securities or property deliverable to the Grantee with respect to the Award, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Board or the Committee has made provision for the Award to be terminated (and the Board or the Committee has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award), the Award, to the extent then outstanding, shall vest and become payable to the Grantee, and the Award shall terminate upon the related event. Without limiting the foregoing, in connection with any event referred to in this Section 9(b), the Board or the Committee may, in its discretion, provide for the accelerated vesting of the Award as and to the extent determined by the Board or the Committee in the circumstances. For purposes of this Section 9(b), the Award shall be deemed to have been “assumed” if the Award continues after an event referred to above in this Section 9(b), and/or is assumed and continued by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)), and confers the right to receive, subject to vesting and the other terms and conditions of the Award, for each share of Common Stock subject to the Award immediately prior to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the stockholders of the Corporation for each share of Common Stock sold or exchanged in such event (or the consideration received by a majority of the stockholders participating in such event if the stockholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Board or the Committee may provide for the consideration to be received upon payment of the Award, for each share subject to the Award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the stockholders participating in the event.

Assumption or Termination In Connection With a Corporate Transaction. Upon any event in which the Corporation does not survive, or does not survive as a public company in respect of its Common Stock (including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Corporation, in any case in connection with which the Corporation does not survive or does not survive as a public company in respect of its Common Stock), then the Board or the Committee may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of the Award or the cash, securities or property deliverable to the Grantee with respect to the Award, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Board or the Committee has made provision for the Award to be terminated (and the Board or the Committee has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award), the Award, Award shall vest on the Change in Control Event as to the extent then outstanding, shall vest and become payable to the Grantee, and the Award shall terminate upon the related eventnumber of Performance Units provided above in Section 9(b). Without limiting the foregoing, in connection with any event referred to in this Section 9(b9(c), the Board or the Committee may, in its discretion, provide for the accelerated vesting of the Award as and to the extent determined by the Board or the Committee in the circumstances. For purposes of this Section 9(b9(c), the Award shall be deemed to have been “assumed” if the Award continues after an event referred to above in this Section 9(b9(c), and/or is assumed and continued by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)), and confers the right to receive, subject to vesting and the other terms and conditions of the Award, for each share of Common Stock subject to the Award immediately prior to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the stockholders of the Corporation for each share of Common Stock sold or exchanged in such event (or the consideration received by a majority of the stockholders participating in such event if the stockholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Board or the Committee may provide for the consideration to be received upon payment of the Award, for each share subject to the Award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the stockholders participating in the event.