Common use of Change in Control; Death or Disability Clause in Contracts

Change in Control; Death or Disability. (i) In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units, that have not previously become vested or been forfeited shall be deemed earned at the target level with respect to each remaining open Performance Period and nonforfeitable upon the occurrence of such event. (ii) In the event of a termination of Awardee’s employment as a result of Awardee’s death, then all Units that could have been earned for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall be deemed earned at the target level and nonforfeitable upon the occurrence of such termination. Any such earned Units shall be settled in Shares, on a one-for-one basis, as soon as practicable (but not more than 30 days) following the date of such termination. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination. (iii) In the event of a termination of Awardee’s employment as a result of Awardee’s permanent disability (as defined under the Company’s long-term disability policies), then all Units for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall remain outstanding and be earned based on actual performance in accordance with Section 2 as if the Awardee had remained employed through the applicable Vesting Date. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination. (iv) For purposes of this Agreement, “Change in Control” means (A) any person or business entity becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (B) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.

Change in Control; Death or Disability. (i) In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units, Units that have not previously become vested or been forfeited shall be deemed earned at the target level with respect to each remaining open Performance Period [and any applicable ROIC Multiplier will be deemed to be 1] and nonforfeitable upon the occurrence of such event. (ii) In the event of a termination of Awardee’s employment as a result of Awardee’s death, then all Units that could have been earned for the Performance Period in which such termination occurs that have not previously become vested death or forfeited shall be deemed earned at the target level and nonforfeitable upon the occurrence of such termination. Any such earned Units shall be settled in Shares, on a one-for-one basis, as soon as practicable (but not more than 30 days) following the date of such termination. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination. (iii) In the event of a termination of Awardee’s employment as a result of Awardee’s permanent disability (as defined under the Company’s long-term disability policies), then all a pro rata portion of the Units that could have been earned for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall remain outstanding be deemed earned on the date of such termination equal to one third of the units granted multiplied by a fraction (the denominator of which is 365 and be earned based on actual performance in accordance with Section 2 as if the Awardee had remained employed through numerator of which is the applicable Vesting Datenumber of days since the first day of the current Performance Period until the date of termination). All Units that could have been are not earned for any remaining Performance Period as of the date of such termination (including as a result thereof) shall be canceled and forfeited as of on the date of such termination. (iviii) For purposes of this Agreement, “Change in Control” means (A) any person or business entity becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (B) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.

Change in Control; Death or Disability. (i) In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units, Units that have not previously become vested or been forfeited shall be deemed earned at the target level with respect to each remaining open Performance Period become immediately vested and nonforfeitable upon the occurrence of such event. (ii) In the event of a termination of Awardee’s employment as a result of Awardee’s death, then all Units that could have been earned for the Performance Period in which such termination occurs that have not previously become vested death or forfeited shall be deemed earned at the target level and nonforfeitable upon the occurrence of such termination. Any such earned Units shall be settled in Shares, on a one-for-one basis, as soon as practicable (but not more than 30 days) following the date of such termination. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination. (iii) In the event of a termination of Awardee’s employment as a result of Awardee’s permanent disability (as defined under the Company’s long-term disability policies), then all a pro rata portion of the Units for shall vest on the Performance Period in which date of such termination occurs that have not previously become vested or forfeited shall remain outstanding equal to one third of the RSUs granted to you multiplied by a fraction (the denominator of which is 365 and be earned based on actual performance in accordance with Section 2 as if the Awardee had remained employed through numerator of which is the applicable number of days since the preceding Vesting DateDate until the date of termination). All Units that could have been earned for any remaining Performance Period are unvested and do not become vested on the date of such termination (including as a result thereof) shall be canceled and forfeited as of on the date of such termination. (iviii) For purposes of this Agreement, “Change in Control” means (A) any person or business entity becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (B) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.

Change in Control; Death or Disability. (ia) In the event of either (Ai) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (Bii) a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units, that have not previously become vested or been forfeited shall be deemed earned at the target level with respect to each remaining open Performance Period and nonforfeitable upon the occurrence of such event. (iib) In the event of a termination of Awardee’s employment as a result of Awardee’s death, then all Units that could have been earned for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall be deemed earned at the target level and nonforfeitable upon the occurrence of such termination. Any such earned Units shall be settled in Shares, on a one-for-one basis, as soon as practicable (but not more than 30 days) following the date of such termination. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination. (iiic) In the event of a termination of Awardee’s employment as a result of Awardee’s permanent disability (as defined under the Company’s long-term disability policies), then all Units for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall remain outstanding and be earned based on actual performance in accordance with Section 2 as if the Awardee had remained employed through the applicable Vesting Date. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination. (ivd) For purposes of this Agreement, “Change in Control” means (Ai) any person or business entity becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (Bii) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.