Common use of Change in Control or Termination of Employment – All Awards Clause in Contracts

Change in Control or Termination of Employment – All Awards. (a) In the event of a Change in Control, except as provided in Article 3.4(d) of this Agreement, the provisions of Section 3.6 of the Plan shall govern the treatment of this Award, which provisions shall supersede any provision of this Agreement (other than Article 3.4(d)) that is inconsistent with such Section 3.6; provided that (i) Section 3.6.1 of the Plan shall apply only if the Change in Control also constitutes a “change in control event” within the meaning of Treasury Regulations §1.409A-3(i)(5), and (ii) any shares of Common Stock deliverable under Section 3.6.1 of the Plan shall comply with Section 5.1 below. (b) Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent that it may determine and considers reasonable. (c) Other than as set forth in Articles 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without consideration and Grantee shall have no further rights thereto. For the avoidance of doubt, if Xxxxxxx’s Employment is terminated for Cause (as such term is defined in the Employment Agreement), then this Award shall lapse immediately on the Termination Date and any unvested awards shall be forfeited. (d) Notwithstanding the terms of this Agreement or the terms of Section 3.6 of the Plan, Section 6(i) of the Employment Agreement shall govern the treatment of the Award evidenced by this Agreement, to the extent that such Section 6(i) provides for treatment of such Award that is inconsistent with the terms of this Agreement or Section 3.6 of the Plan. (e) The vesting of any RSU or PSU, and the delivery of any shares of Common Stock, pursuant to Articles 3.2 or 3.3 hereof shall be conditioned on Grantee’s compliance with the conditions set forth in Section 6(g) of the Employment Agreement, and no such RSUs or PSUs shall vest, and no such shares of Common Stock shall be delivered, if such conditions are not satisfied. Notwithstanding the foregoing, Grantee shall not be required to comply with the conditions set forth in Section 6(g) of the Employment Agreement in the event of Grantee’s termination of Employment due to death or Disability (as such term is defined in the Employment Agreement).

Change in Control or Termination of Employment – All Awards. (a) In the event of a Change in Control, except as provided in Article 3.4(dSection 3.4(e) of this Agreement, the provisions of Section 3.6 of the Plan shall govern the treatment of this Award, which provisions shall supersede any provision of this Agreement (other than Article 3.4(dSection 3.4(e)) that is inconsistent with such Section 3.6; provided that (i) Section 3.6.1 of the Plan shall apply only if the Change in Control also constitutes a “change in control event” within the meaning of Treasury Regulations §1.409A-3(i)(5), and (ii) any shares of Common Stock deliverable under Section 3.6.1 of the Plan shall comply with Section 5.1 below. . (b) Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent that it may determine and considers reasonable. (c) Other than as set forth in Articles 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without consideration and Grantee shall have no further rights thereto. For the avoidance of doubt, if XxxxxxxIf Grantee’s Employment is terminated for Cause (as such term is defined in the Employment Agreement), then this Award shall lapse immediately on the Termination Date and any unvested awards shall be forfeited. (c) Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent it may determine and considers reasonable. (d) Other than as set forth in Articles 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without any consideration and the Grantee shall have no further rights thereto. (e) Notwithstanding the terms of this Agreement or the terms of Section 3.6 of the Plan, Section 6(i) of the Employment Agreement shall govern the treatment of the Award evidenced by this Agreement, to the extent that such Section 6(i) provides for treatment of such Award that is inconsistent with the terms of this Agreement or Section 3.6 of the Plan. (ef) The vesting of any RSU or PSU, and the delivery of any shares of Common Stock, pursuant to Articles 3.2 Sections 3.2(a), 3.2(b), 3.3(a) or 3.3 3.3(b) hereof shall be conditioned on Grantee’s compliance with the conditions set forth in Section 6(g) of the Employment Agreement, and no such RSUs or PSUs shall vest, and no such shares of Common Stock shall be delivered, if such conditions are not satisfied. Notwithstanding the foregoing, Grantee shall not be required to comply with the conditions set forth in Section 6(g) of the Employment Agreement in the event of Grantee’s termination of Employment due to death or Disability (as such term is defined in the Employment Agreement).

Change in Control or Termination of Employment – All Awards. (a) In the event of a Change in Control, except as provided in Article 3.4(d) of this Agreement, the provisions of Section 3.6 of the Plan shall govern the treatment of this Award, which provisions shall supersede any provision of this Agreement (other than Article 3.4(d)) that is inconsistent with such Section 3.6; provided that (i) Section 3.6.1 of the Plan shall apply only if the Change in Control also constitutes a “change in control event” within the meaning of Treasury Regulations §1.409A-3(i)(5), and (ii) any shares of Common Stock deliverable under Section 3.6.1 of the Plan shall comply with Section Article 5.1 below. . (b) Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent that it may determine and considers reasonable. (c) Other than as set forth in Articles 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without consideration and Grantee shall have no further rights thereto. For the avoidance of doubt, if Xxxxxxx’s Employment is terminated for Cause (as such term is defined in the Employment AgreementAgreement or if none, as defined in the Plan), then this Award shall lapse immediately on the Termination Date and any unvested awards shall be forfeited. . (d) Notwithstanding the terms of this Agreement or the terms of Section 3.6 of the Plan, Section 6(i) of the Employment Agreement shall govern the treatment of the Award evidenced by this Agreement, to the extent that such Section 6(i) provides for treatment of such Award that is inconsistent with the terms of this Agreement or Section 3.6 of the Plan. (e) The vesting of any RSU or PSU, and the delivery of any shares of Common Stock, pursuant to Articles 3.2 or 3.3 hereof shall be conditioned on Grantee’s compliance with the conditions set forth in Section 6(g) of the Employment Agreement, and no such RSUs or PSUs shall vest, and no such shares of Common Stock shall be delivered, if such conditions are not satisfied. Notwithstanding the foregoing, Grantee shall not be required to comply with the conditions set forth in Section 6(g) of the Employment Agreement in the event of Grantee’s termination of Employment due to death or Disability (as such term is defined in the Employment Agreement, or if none, as defined herein).

Change in Control or Termination of Employment – All Awards. (a) In the event of a Change in Control, except as provided in Article 3.4(d3.4(e) of this Agreement, the provisions of Section 3.6 of the Plan shall govern the treatment of this Award, which provisions shall supersede any provision of this Agreement (other than Article 3.4(d3.4(e)) that is inconsistent with such Section 3.6; provided that (i) Section 3.6.1 of the Plan shall apply only if the Change in Control also constitutes a “change in control event” within the meaning of Treasury Regulations §1.409A-3(i)(5), and (ii) any shares of Common Stock deliverable under Section 3.6.1 of the Plan shall comply with Section 5.1 below. . (b) Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent that it may determine and considers reasonable. (c) Other than as set forth in Articles 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without consideration and Grantee shall have no further rights thereto. For the avoidance of doubt, if Xxxxxxx’s Employment If Grantee’x Xxxxxyment is terminated for Cause (as such term is defined in the Employment Agreement), then this Award shall lapse immediately on the Termination Date and any unvested awards shall be forfeited. (c) Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent it may determine and considers reasonable. (d) Other than as set forth in Articles 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without consideration and the Grantee shall have no further rights thereto. (e) Notwithstanding the terms of this Agreement or the terms of Section 3.6 of the Plan, Section 6(i) of the Employment Agreement shall govern the treatment of the Award evidenced by this Agreement, to the extent that such Section 6(i) provides for treatment of such Award that is inconsistent with the terms of this Agreement or Section 3.6 of the Plan. (ef) The vesting of any RSU or PSU, and the delivery of any shares of Common Stock, pursuant to Articles 3.2 3.2(a), 3.2(b), 3.3(a) or 3.3 3.3(b) hereof shall be conditioned on Grantee’s compliance with the conditions set forth in Section 6(g) of the Employment Agreement, and no such RSUs or PSUs shall vest, and no such shares of Common Stock shall be delivered, if such conditions are not satisfied. Notwithstanding the foregoing, Grantee shall not be required to comply with the conditions set forth in Section 6(g) of the Employment Agreement in the event of Grantee’s termination of Employment due to death or Disability (as such term is defined in the Employment Agreement).