Common use of Change in Control That Ends Performance Period Clause in Contracts

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2021 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2017 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c2.3(d) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c2.3(d), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c2.3(d) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2015 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c2.3(d) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c2.3(d), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c2.3(d) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2018 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c2.3(d) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c2.3(d), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later LA\4337745.3 than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c2.3(d) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2020 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2014 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c2.3(d) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c2.3(d), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c2.3(d) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.

Change in Control That Ends Performance Period. If the Performance Period ends prior to December 31, 2019 2016 upon a Change in Control, then (i) if the Participant remains in service as an Employee through such Change in Control, the Participant shall vest in full in the Participant’s Bonus Pool Interest and shall be paid the applicable Award Value, and (ii) if the Participant experienced a Qualifying Termination prior to such Change in Control, the Participant shall receive a payment of the Participant’s pro rata Award Value determined in accordance with Section 2.3(b) hereof. Payments under this Section 2.3(c2.3(d) will be made immediately prior to the consummation of the Change in Control in a number of fully vested shares of Common Stock determined by dividing the dollar amount of the applicable Award Value (if any) by the Transaction Price, provided, however, that if the Change in Control is a Non-Transactional Change in Control, then (A) the Determination Date Per Share Value shall be used in lieu of a Transaction Price for purposes of calculating the number of vested shares of Common Stock paid pursuant to this Section 2.3(c2.3(d), and (B) the payments will be made as soon as practicable after the Determination Date, but in no event later than the fifteenth (15th) day of the third (3rd) month following the month in which the Determination Date occurs. Any shares of Common Stock issued pursuant to this Section 2.3(c2.3(d) shall be subject to the terms and conditions of the definitive Change in Control documents applicable to the Common Stock generally, if any, including without limitation any such terms and conditions of an applicable purchase agreement, and the Participant hereby consents and agrees to be bound by any and all such terms and conditions with respect to any shares of Common Stock paid hereunder.. LA\3414487.2