Common use of Change in Control, Death or Permanent Disability Treatment Clause in Contracts

Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c), in the event of a Change in Control, the Performance Shares shall be assumed or substituted (each such assumed or substituted Performance Share, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number of Performance Shares specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on December 31, 2024, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award shall be made no later than sixty (60) days following such vesting date. (b) In the event that during the period beginning on the effective date of a Change in Control and ending on the twelve (12) month anniversary thereof Participant incurs a Termination of Service by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), then any then-unvested Alternative Awards will automatically vest in full as of the later of (i) the date of such Termination of Service, if such Termination of Service occurs on or after April 2, 2023 or (ii) the end of the Non-Compete Period, if such Termination of Service occurs prior to April 2, 2023. (c) In the event a successor corporation in a Change in Control fails to assume or substitute the Performance Shares in accordance with Section 2.5(a) of this Agreement and Section 14.2(d) of the Plan, the Performance Shares shall either (i) vest in full equal to the Target Number of Performance Shares set forth on the Grant Notice, and the Shares underlying the Performance Shares shall be issued to Participant as of immediately prior to (and subject to the consummation of) such Change in Control, if such Change in Control occurs on or after April 2, 2023 or (ii) (A) be converted at the date of the Change in Control into a right to receive in an amount in cash equal to the Target Number of Performance Shares and (B) the terms of Section 2.5(b) shall apply. (d) If Participant is an employee of the Company who has a Termination of Service by reason of Participant’s death or permanent disability (within the meaning of Section 22(e) of the Code), the number of Shares to be issued to Participant in respect of the Performance Shares shall be the Target Number of Performance Shares specified in the Grant Notice, multiplied by a fraction (not to exceed one) having (a) a numerator equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from January 1, 2022 until the date of death or permanent disability, and (b) a denominator equal to thirty-six (36). The Shares underlying the Performance Shares shall be issued to Participant no later than sixty (60) days after the date of Participant’s death or permanent disability. (e) Notwithstanding anything in this Agreement to the contrary, no payment of Shares to be paid with respect to the Performance Shares shall be made to the extent such payment would be prohibited pursuant to the Cares Act Restrictions, and the payout shall be subject to the applicable limitations thereunder.

Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c2.4(c), in the event of a Change in Control, the Performance Shares Cash shall be assumed or substituted (each such assumed or substituted Performance ShareCash, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number Amount of Performance Shares Cash specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on December 31, 2024the applicable Measurement Date, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award Performance Cash shall be made no later than sixty (60) days following such vesting date. (b) In the event that during the period beginning on the effective date of a Change in Control and ending on the twelve (12) month anniversary thereof Participant incurs a Termination of Service by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), then any then-unvested Alternative Awards will automatically vest in full as of the later of (i) the date of such Termination of Service, if such Termination of Service occurs on or after April 2, 2023 or (ii) the end of the Non-Compete Period, if such Termination of Service occurs prior to April 2, 2023. (c) In the event a successor corporation in a Change in Control that occurs on or after April 2, 2023 fails to assume or substitute the Performance Shares Cash in accordance with Section 2.5(a2.4(a) of this Agreement and Section 14.2(d) of the Plan, the Performance Shares Cash shall either (i) vest in full the amount equal to the Target Number Amount of Performance Shares Cash set forth on the Grant Notice, and the Shares underlying the Performance Shares shall be issued paid to Participant as of immediately prior to (and subject to the consummation of) such Change in Control, if such Change in Control occurs on or after April 2, 2023 or (ii) (A) be converted at the date of the Change in Control into a right to receive in an amount in cash equal to the Target Number of Performance Shares and (B) the terms of Section 2.5(b) shall apply. (d) If Participant is an employee of the Company who has a Termination of Service by reason of Participant’s death or permanent disability (within the meaning of Section 22(e) of the Code), the number amount of Shares cash to be issued paid to Participant in respect of the Performance Shares Cash shall be the Target Number Amount of Performance Shares Cash specified in the Grant Notice, multiplied by a fraction (not to exceed one) having (a) a numerator equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from January 1, 2022 the Performance Commencement Date until the date of death or permanent disability, and (b) a denominator equal to thirty-six (36). The Shares underlying the Performance Shares Such cash shall be issued paid to Participant no later than sixty (60) days after the date of Participant’s death or permanent disability. (e) Notwithstanding anything in this Agreement to the contrary, no payment of Shares to be paid with respect to the Performance Shares Cash shall be made to the extent such payment would be prohibited pursuant to the Cares Act Restrictions, and the payout shall be subject to the applicable limitations thereunder.

Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c), in the event of a Change in Control, the Performance Shares shall be assumed or substituted (each such assumed or substituted Performance Share, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number of Performance Shares specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on December 31, 20242026 (or an earlier Termination of Service in accordance with Section 2.5(b)), subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award shall be made no later than sixty (60) days following such vesting date. (b) In the event that during the period beginning on the effective date of a Change in Control and ending on the twelve (12) month anniversary thereof Participant incurs a Termination of Service by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan Plan, as amended from time to time (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), then any then-unvested Alternative Awards will automatically vest in full as of the later of (i) the date of such Termination of Service, if and payment in respect of such Alternative Awards shall be made within sixty (60) days following such Termination of Service occurs on or after April 2, 2023 or (ii) the end of the Non-Compete Period, if such Termination of Service occurs prior to April 2, 2023Service. (c) In the event a successor corporation in a Change in Control fails to assume or substitute the Performance Shares in accordance with Section 2.5(a) of this Agreement and Section 14.2(d) of the Plan, the Performance Shares shall shall, as determined by the Committee prior to the closing date of the Change in Control, either (i) vest in full equal to respect of the Target Number of Performance Shares set forth on the Grant Notice, and the Shares underlying the Performance Shares that are deemed vested shall be issued to Participant as of immediately prior to (and subject to the consummation of) such Change in Control, if such Change in Control occurs on or after April 2, 2023 or (ii) (A) be converted at the date of the Change in Control into a right to receive in an amount in cash equal to the Target Number of Performance Shares and (B) the terms of Section 2.5(b) shall applyapply to such cash amount as though an Alternative Award. (d) If Participant is an employee of the Company who has a Termination of Service (whether occurring on, before or after a Change in Control) by reason of Participant’s death or permanent disability (within the meaning of Section 22(e) of the Code), the number of Shares to be issued to Participant in respect of the Performance Shares shall be the Target Number of Performance Shares specified in the Grant Notice, multiplied by a fraction (not to exceed one) having (a) a numerator equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from January 1, 2022 2024 until the date of death or permanent disability, and (b) a denominator equal 1009804545v4 to thirty-six (36). The Shares underlying the Performance Shares that are deemed vested shall be issued to Participant no later than sixty (60) days after the date of Participant’s death or permanent disability. (e) Notwithstanding anything in this Agreement to the contrary, no payment of Shares to be paid with respect to the Performance Shares shall be made to the extent such payment would be prohibited pursuant to the Cares Act Restrictions, and the payout shall be subject to the applicable limitations thereunder.

Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c), in the event of a Change in Control, the Performance Shares shall be assumed or substituted (each such assumed or substituted Performance Share, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number of Performance Shares specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on December 31, 2024the applicable Measurement Date, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award shall be made no later than sixty (60) days following such vesting date. (b) In the event that during the period beginning on the effective date of a Change in Control and ending on the twelve (12) month anniversary thereof Participant incurs a Termination of Service by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), then any then-unvested Alternative Awards will automatically vest in full as of the later of (i) the date of such Termination of Service, if such Termination of Service occurs on or after April 2, 2023 or (ii) the end of the Non-Compete Period, if such Termination of Service occurs prior to April 2, 2023. (c) In the event a successor corporation in a Change in Control fails to assume or substitute the Performance Shares in accordance with Section 2.5(a) of this Agreement and Section 14.2(d) of the Plan, the Performance Shares shall either (i) vest in full equal to the Target Number of Performance Shares set forth on the Grant Notice, and the Shares underlying the Performance Shares shall be issued to Participant as of immediately prior to (and subject to the consummation of) such Change in Control, if such Change in Control occurs on or after April 2, 2023 or (ii) (A) be converted at the date of the Change in Control into a right to receive in an amount in cash equal to the Target Number of Performance Shares set forth on the Grant Notice and (B) the terms of Section 2.5(b) shall apply. (d) If Participant is an employee of the Company who has a Termination of Service by reason of Participant’s death or permanent disability (within the meaning of Section 22(e) of the Code), the number of Shares to be issued to Participant in respect of the Performance Shares shall be the Target Number of Performance Shares specified in the Grant Notice, multiplied by a fraction (not to exceed one) having (a) a numerator equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from January 1, 2022 the Performance Commencement Date until the date of death or permanent disability, and (b) a denominator equal to thirty-six (36). The Shares underlying the Performance Shares shall be issued to Participant no later than sixty (60) days after the date of Participant’s death or permanent disability. (e) Notwithstanding anything in this Agreement to the contrary, no payment of Shares to be paid with respect to the Performance Shares shall be made to the extent such payment would be prohibited pursuant to the Cares Act Restrictions, and the any such payout shall be subject to the applicable limitations thereunder.

Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c), in the event of a Change in Control, the Performance Shares shall be assumed or substituted (each such assumed or substituted Performance Share, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number of Performance Shares specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on December 31, 2024, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award shall be made no later than sixty (60) days following such vesting date. (b) a. In the event that during the period beginning on the effective date of a Change in Control and ending on the twelve (12i) month anniversary thereof Participant incurs a Termination of Service (as defined in the Company’s 2015 Incentive Award Plan, as amended from time to time (the “Equity Plan”)) by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan Plan, as amended from time to time (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), and (ii) such Termination of Service is effective on or after the execution of a definitive agreement that contemplates a transaction that, if consummated, would constitute a Change in Control (as defined in the Equity Plan) (the “Transaction Agreement”), but before the effective date of such Change in Control, then any then-unvested portion of the Cash Award shall remain outstanding and shall automatically vest in full upon the effective date of such Change in Control; provided, that if such Transaction Agreement is terminated in accordance with its terms or a Change in Control does not otherwise occur as a result of the transaction contemplated by the Transaction Agreement, as determined by the Compensation Committee in its sole discretion, then such unvested portion of the Cash Award will thereupon be automatically forfeited, terminated and cancelled as of the date of 1009799477v4 termination of the Transaction Agreement or other determination date, without payment of any consideration therefor, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder in respect of the Cash Award. b. Unless otherwise provided in Section 4(d) below, in the event of a Change in Control that occurs prior to the last Vesting Date, the Cash Award shall be assumed or substituted (such assumed or substituted Cash Award is referred to herein as an “Alternative Awards will Award”) by the New Employer, with the amount of such Alternative Award to be equal to the amount of the Cash Award that has not yet become vested. The Alternative Award shall vest in equal installments over the number of Vesting Dates remaining under Section 2 of this Agreement following such Change in Control (or an earlier Termination of Service in accordance with Section 4(c)), and payment in respect of each vested portion of the Alternative Award shall be made to Participant within thirty (30) days after the applicable Vesting Date. c. In the event that, during the period beginning on the effective date of a Change in Control and ending on the twelve (12) month anniversary thereof, Participant incurs a Termination of Service by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Severance Plan) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), then any then-unvested portion of the Alternative Award shall automatically vest in full as of the later of (i) the date of such Termination of Service, if and payment in respect of such vested portion of the Alternative Award shall be made to Participant within sixty (60) days after such Termination of Service occurs on or after April 2, 2023 or (ii) the end of the Non-Compete Period, if such Termination of Service occurs prior to April 2, 2023Service. (c) d. In the event a successor corporation in a Change in Control fails to assume or substitute the Performance Shares Cash Award in accordance with Section 2.5(a4(b) of this Agreement above and Section 14.2(d) of the Equity Plan, any then-unvested portion of the Performance Shares Cash Award shall either (i) automatically vest in full equal to the Target Number of Performance Shares set forth on the Grant Notice, and the Shares underlying the Performance Shares shall be issued to Participant as of immediately prior to (and subject to upon the consummation of) of such Change in Control, if and payment in respect of such Change in Control occurs on or vested portion of the Cash Award shall be made to Participant within sixty (60) days after April 2, 2023 or (ii) (A) be converted at the date of the Change in Control into a right to receive in an amount in cash equal to the Target Number of Performance Shares and (B) the terms of Section 2.5(b) shall applyControl. (d) e. If Participant is an employee of the Company who has a Termination of Service (whether occurring on, before or after a Change in Control) by reason of Participant’s death or permanent disability (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), any then-unvested portion of the number Cash Award shall automatically vest in full as of Shares to be issued to Participant the date of such Termination of Service. Any payment in respect of such vested portion of the Performance Shares Cash Award shall be the Target Number of Performance Shares specified in the Grant Notice, multiplied by a fraction (not to exceed one) having (a) a numerator equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from January 1, 2022 until the date of death or permanent disability, and (b) a denominator equal to thirty-six (36). The Shares underlying the Performance Shares shall be issued made to Participant no later than sixty (60) days after the date of Participant’s death or permanent disability. (e) Notwithstanding anything in this Agreement to the contrary, no payment of Shares to be paid with respect to the Performance Shares shall be made to the extent such payment would be prohibited pursuant to the Cares Act Restrictions, and the payout shall be subject to the applicable limitations thereunder.

Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c), in the event of a Change in Control, the Performance Shares shall be assumed or substituted (each such assumed or substituted Performance Share, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number of Performance Shares specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on December 31, 2024, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award shall be made no later than sixty (60) days following such vesting date. (b) a. In the event that during the period beginning on the effective date of a Change in Control and ending on the twelve (12i) month anniversary thereof Participant incurs a Termination of Service (as defined in the Company’s 2015 Incentive Award Plan, as amended from time to time (the “Equity Plan”)) by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan Plan, as amended from time to time (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), and (ii) such Termination of Service is effective on or after the execution of a definitive agreement that contemplates a transaction that, if consummated, would constitute a Change in Control (as defined in the Equity Plan) (the “Transaction Agreement”), but before the effective date of such Change in Control, then any then-unvested portion of the Cash Award shall remain outstanding and shall automatically vest in full upon the effective date of such Change in Control; provided, that if such Transaction Agreement is terminated in accordance with its terms or a Change in Control does not otherwise occur as a result of the transaction contemplated by the Transaction Agreement, as determined by the Compensation Committee in its sole discretion, then such unvested portion of the Cash Award will thereupon be automatically forfeited, terminated and cancelled as of the date of 1009799476v4 termination of the Transaction Agreement or other determination date, without payment of any consideration therefor, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder in respect of the Cash Award. b. Unless otherwise provided in Section 4(d) below, in the event of a Change in Control that occurs prior to the last Vesting Date, the Cash Award shall be assumed or substituted (such assumed or substituted Cash Award is referred to herein as an “Alternative Awards will Award”) by the New Employer, with the amount of such Alternative Award to be equal to the amount of the Cash Award that has not yet become vested. The Alternative Award shall vest in equal installments over the number of Vesting Dates remaining under Section 2 of this Agreement following such Change in Control (or an earlier Termination of Service in accordance with Section 4(c)), and payment in respect of each vested portion of the Alternative Award shall be made to Participant within thirty (30) days after the applicable Vesting Date. c. In the event that, during the period beginning on the effective date of a Change in Control and ending on the twelve (12) month anniversary thereof, Participant incurs a Termination of Service by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Severance Plan) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), then any then-unvested portion of the Alternative Award shall automatically vest in full as of the later of (i) the date of such Termination of Service, if and payment in respect of such vested portion of the Alternative Award shall be made to Participant within sixty (60) days after such Termination of Service occurs on or after April 2, 2023 or (ii) the end of the Non-Compete Period, if such Termination of Service occurs prior to April 2, 2023Service. (c) d. In the event a successor corporation in a Change in Control fails to assume or substitute the Performance Shares Cash Award in accordance with Section 2.5(a4(b) of this Agreement above and Section 14.2(d) of the Equity Plan, any then-unvested portion of the Performance Shares Cash Award shall either (i) automatically vest in full equal to the Target Number of Performance Shares set forth on the Grant Notice, and the Shares underlying the Performance Shares shall be issued to Participant as of immediately prior to (and subject to upon the consummation of) of such Change in Control, if and payment in respect of such Change in Control occurs on or vested portion of the Cash Award shall be made to Participant within sixty (60) days after April 2, 2023 or (ii) (A) be converted at the date of the Change in Control into a right to receive in an amount in cash equal to the Target Number of Performance Shares and (B) the terms of Section 2.5(b) shall applyControl. (d) e. If Participant is an employee of the Company who has a Termination of Service (whether occurring on, before or after a Change in Control) by reason of Participant’s death or permanent disability (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), any then-unvested portion of the number Cash Award shall automatically vest in full as of Shares to be issued to Participant the date of such Termination of Service. Any payment in respect of such vested portion of the Performance Shares Cash Award shall be the Target Number of Performance Shares specified in the Grant Notice, multiplied by a fraction (not to exceed one) having (a) a numerator equal to the number of whole months (counting each month as ending on the first day of a calendar month) elapsed from January 1, 2022 until the date of death or permanent disability, and (b) a denominator equal to thirty-six (36). The Shares underlying the Performance Shares shall be issued made to Participant no later than sixty (60) days after the date of Participant’s death or permanent disability. (e) Notwithstanding anything in this Agreement to the contrary, no payment of Shares to be paid with respect to the Performance Shares shall be made to the extent such payment would be prohibited pursuant to the Cares Act Restrictions, and the payout shall be subject to the applicable limitations thereunder.