Common use of Certain Terminations Following a Change in Control Clause in Contracts

Certain Terminations Following a Change in Control. If, during the Performance Period, a Participant experiences a Termination of Service (i) at any time following a Change in Control due to the Participant’s death, Disability or Retirement, or (ii) during the two (2)‑year period following a Change in Control due to a termination by the Company without Cause or a resignation by the Participant for Good Reason (as defined in Appendix B hereto), any Replacement Award (as defined in Section 7 below) granted in respect of the PSUs (for the avoidance of doubt, with the number of Shares subject to the PSUs to equal the number of Shares determined to be earned in accordance with Section 7(a) below and without proration upon Retirement) shall vest in full immediately upon the date of Termination of Service, and the Shares with respect thereto shall be delivered as soon as reasonably practicable (and in no event later than thirty (30) days) following the date of such Termination of Service, subject to any required delay under Section 12 below. Notwithstanding the foregoing, if (A) such Change in Control is not a Section 409A CIC or the Termination of Service due to Disability or Retirement occurs after the second anniversary of such Change in Control and (B) the Participant is (or during the Performance Period would be) Retirement eligible (without regard to any consent requirement) or the PSUs otherwise constitute nonqualified deferred compensation, subject to Section 409A of the Code the acceleration of which would result in tax penalties under Section 409A of the Code, such Shares shall be delivered as soon as reasonable practicable (and in no event later than thirty (30) days following December 31, 2025.

Certain Terminations Following a Change in Control. If, during the Performance Period, a Participant experiences a Termination of Service (i) at any time following a Change in Control due to the Participant’s death, Disability or RetirementRetirement , or (ii) during the two (2)‑year 2)-year period following a Change in Control Control, due to a termination by the Company without Cause [or a resignation by the Participant for Good Reason (as defined in Appendix B hereto)[A][B]5 hereto)]6 , any Replacement Award (as defined in Section 7 below) granted in respect of the PSUs (for the avoidance of doubt, with the number of Shares subject to the PSUs to equal the number of Shares determined to be earned in accordance with Section 7(a) below and without proration upon Retirement) shall vest in full immediately upon the date of Termination of Service, and the Shares with respect thereto shall be delivered as soon as reasonably practicable (and in no event later than thirty (30) days) following the date of such Termination of Service, subject to any required delay under Section 12 below. Notwithstanding the foregoing, if (A) such Change in Control is not a Section 409A CIC or the Termination of Service due to Disability or Retirement occurs after the second anniversary of such Change in Control and (B) the Participant is (or during the Performance Period prior to January 1, 2021 would be) Retirement eligible (without regard to any consent requirement) or the PSUs otherwise constitute nonqualified deferred compensation, subject to Section 409A of the Code the acceleration of which would result in tax penalties under Section 409A of the Code, such Shares shall be delivered as soon as reasonable practicable (and in no event later than thirty (30) days following December 31, 20252021.

Certain Terminations Following a Change in Control. If, during the Performance Period, a Participant experiences a Termination of Service (i) at any time following a Change in Control due to the Participant’s death, Disability or Retirement, or (ii) during the two (2)‑year period following a Change in Control due to a termination by the Company without Cause or a resignation by the Participant for Good Reason (as defined in Appendix B hereto), any Replacement Award (as defined in Section 7 below) granted in respect of the PSUs (for the avoidance of doubt, with the number of Shares subject to the PSUs to equal the number of Shares determined to be earned in accordance with Section 7(a) below and without proration upon Retirement) shall vest in full immediately upon the date of Termination of Service, and the Shares with respect thereto shall be delivered as soon as reasonably practicable (and in no event later than thirty (30) days) following the date of such Termination of Service, subject to any required delay under Section 12 below. Notwithstanding the foregoing, if (A) such Change in Control is not a Section 409A CIC or the Termination of Service due to Disability or Retirement occurs after the second anniversary of such Change in Control and (B) the Participant is (or during the Performance Period would be) Retirement eligible (without regard to any consent requirement) or the PSUs otherwise constitute nonqualified deferred compensation, subject to Section 409A of the Code the acceleration of which would result in tax penalties under Section 409A of the Code, such Shares shall be delivered as soon as reasonable practicable (and in no event later than thirty (30) days following December 31, 20252023.

Certain Terminations Following a Change in Control. If, during the Performance Period, a Participant experiences a Termination of Service (i) at any time following a Change in Control due to the Participant’s death, Disability or Retirement, or (ii) during the two (2)‑year period following a Change in Control due to a termination by the Company without Cause or a resignation by the Participant for Good Reason (as defined in Appendix B hereto), any Replacement Award (as defined in Section 7 below) granted in respect of the PSUs (for the avoidance of doubt, with the number of Shares subject to the PSUs to equal the number of Shares determined to be earned in accordance with Section 7(a) below and without proration upon Retirementbelow) shall vest in full immediately upon the date of Termination of Service, and the Shares with respect thereto shall be delivered as soon as reasonably practicable (and in no event later than thirty (30) days) following the date of such Termination of Service, subject to any required delay under Section 12 below. Notwithstanding the foregoing, if (A) such Change in Control is not a Section 409A CIC or the Termination of Service due to Disability or Retirement occurs after the second anniversary of such Change in Control and (B) the Participant is (or during the Performance Period would be) Retirement eligible (without regard to any consent requirement) or the PSUs otherwise constitute nonqualified deferred compensation, subject to Section 409A of the Code the acceleration of which would result in tax penalties under Section 409A of the Code, such Shares shall be delivered as soon as reasonable at the earliest practicable date permitted by Section 409A that does not result in the imposition of tax penalties (and in no event later than thirty (30) days following December 31, 20252026).